S-3

   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1999.

                                                 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.......................   $2,000,000,000(10)             100%            $2,000,000,000(10)        $556,000(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
     $2,000,000,000 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 $2,000,000,000 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 $2,000,000,000 OF
SECURITIES REMAINING AS REGISTERED UNDER REGISTRATION STATEMENT NO. 333-74389 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   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
Drug 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

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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 AUGUST 20, 1999

PROSPECTUS

                                 $2,000,000,000

                                 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.

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

August   , 1999
   5

                               TABLE OF CONTENTS



                                                              PAGE
                                                              ----
                                                           
About This Prospectus.......................................     2
Where You Can Find More Information.........................     2
The Kroger Co...............................................     3
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 $2,000,000,000. 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.

                                        2
   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.....  Quarter ended May 22, 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; and August
                                     20, 1999.
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.

                                 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.

                                        3
   7

     As of completion of our merger with Fred Meyer, Inc. on May 27, 1999, we
have operated approximately 2,200 supermarkets and multidepartment stores in 31
states, 797 convenience stores in 15 states and 381 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
- ----------------------  -------------------------------------------------------------------
 MAY 22,    MARCH 21,   JANUARY 2,   DECEMBER 27,  DECEMBER 28,  DECEMBER 30,  DECEMBER 31,
   1999        1998        1999          1997          1996          1995          1994
(16 WEEKS)  (12 WEEKS)  (53 WEEKS)    (52 WEEKS)    (52 WEEKS)    (52 WEEKS)    (52 WEEKS)
- ----------  ----------  -----------  ------------  ------------  ------------  ------------
                                                             
   3.0         1.7          2.5          2.5           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.

     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

                                        4
   8

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.

PRINCIPAL TERMS OF THE DEBT SECURITIES

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

                                        5
   9

     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 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.

                                        6
   10

     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.

                                        7
   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 May 22, 1999, there were outstanding 515,577,928 shares of
common stock, adjusted for the distribution in the nature of a two for one stock
split made on June 28, 1999, 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 March 3, 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 Report on Form 8-K dated August 20, 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........  $  556,000
Accounting Fees and Expenses.......................      75,000
Blue Sky Fees and Expenses.........................      15,000
Legal Fees and Expenses............................     100,000
Printing and Engraving Fees........................     100,000
Miscellaneous......................................      50,000
                                                     ----------
  TOTAL............................................  $  896,000*
                                                     ==========



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

* 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.
  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.



                                      II-1
   22
      
  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.

          (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.

                                      II-2
   23

     (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 August 20, 1999.

                                          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 and President
- ------------------------------------------
            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/ W. RODNEY MCMULLEN                 Executive Vice President and
- ------------------------------------------  Chief Financial Officer
            W. Rodney McMullen

                                            Vice Chairman of the Board of
- ------------------------------------------  Directors, Chief Operating
            Robert G. Miller                Officer, and Director

  *  /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 Executive
            Joseph A. Pichler               Officer, and Director

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

  *  /s/ J. MICHAEL SCHLOTMAN               Vice President and Corporate
- ------------------------------------------  Controller -- Principal
            J. Michael Schlotman            Accounting Officer

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

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


                                      II-5
   26



                SIGNATURE                               TITLE                      DATE
                ---------                               -----                      ----
                                                                      
  *  /s/ JAMES D. WOODS                     Director
- ------------------------------------------
            James D. Woods

*By  /s/ BRUCE M. GACK
- ------------------------------------------
            Bruce M. Gack
            As Attorney-in-fact
                                                                              August 20, 1999


                      CO-REGISTRANT OFFICERS AND DIRECTORS



                  SIGNATURE                              TITLE                    DATE
                                                                                All as of
                                                                             August 20, 1999
                                                                     
Dillon Companies, Inc.

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

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

Drug Distributors, Inc.

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


                                      II-6
   27



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
      /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.

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


                                      II-7
   28



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
                                               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)

      /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

      /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


                                      II-8
   29



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

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

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/ KENNETH CORNISH                      Treasurer and Secretary
- ---------------------------------------------  (Principal Financial and
             Kenneth Cornish                   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)


                                      II-9
   30



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

                                               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.


                                      II-10
   31



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
Vine Court Assurance Incorporated

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

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

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

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

                                               Director and Vice
- ---------------------------------------------  President
             Robert Dinges

                                               Director and Assistant
- ---------------------------------------------  Secretary
             Douglas C. Pierson

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.


                                      II-11
   32



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
City Market, Inc.

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

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

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

      /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                   Secretary and Treasurer
- ---------------------------------------------  (Principal Financial and
             Scott M. Henderson                Accounting 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


                                      II-12
   33



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

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

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

Junior Food Stores of West Florida, Inc.

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

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

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

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


                                      II-13
   34



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
Mini Mart, Inc.

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

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

      /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,
- ---------------------------------------------  Secretary, and Treasurer
             Frank J. Remar                    (Principal Financial and
                                               Accounting Officer)

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

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


                                      II-14
   35



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

Wells Aircraft, Inc.

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

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

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

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

Fred Meyer Stores, Inc.

      /s/ MARY F. SAMMONS                      President and Chief
- ---------------------------------------------  Executive Officer
             Mary F. Sammons                   (Principal Executive
                                               Officer)

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


                                      II-15
   36



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

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

      /s/ ROBERT G. MILLER                     Director
- ---------------------------------------------
             Robert G. Miller

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

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)


                                      II-16
   37



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
      /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/ ROBERT G. MILLER                     Director
- ---------------------------------------------
             Robert G. Miller

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

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/ ROBERT G. MILLER                     Director
- ---------------------------------------------
             Robert G. Miller

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


                                      II-17
   38



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

      /s/ ROBERT G. MILLER                     Director
- ---------------------------------------------
             Robert G. Miller

      /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


                                      II-18
   39



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
Quality Food Centers, Inc.
Quality Food, Inc.
Quality Food Holdings, Inc.
QFC Sub, Inc.
Second Story, Inc.

      /s/ MICHAEL HUSE                         President and Chief
- ---------------------------------------------  Executive Officer
             Michael Huse                      (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/ ROBERT G. MILLER                     Director
- ---------------------------------------------
             Robert G. Miller

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


                                      II-19
   40



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
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/ ROBERT G. MILLER                     Director
- ---------------------------------------------
             Robert G. Miller

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


                                      II-20
   41

                                 EXHIBIT INDEX



EXHIBIT
NUMBER                           DOCUMENT DESCRIPTION
- -------                          --------------------
                                                                 
  1.1      --  Form of Underwriting Agreement. .........................
  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-1.1

   1

                                                                   Exhibit 1.1

                                 The Kroger Co.
                                 Debt Securities
                                 ---------------

                             Underwriting Agreement

   To the Representatives of the                                _______________
   several Underwriters named in the
   respective Pricing Agreements
   hereinafter described.

Dear Sirs:

      From time to time The Kroger Co., an Ohio corporation (the "Company"),
proposes to enter into one or more Pricing Agreements (each a "Pricing
Agreement") in the form of Annex I hereto, with such additions and deletions as
the parties thereto may determine, and, subject to the terms and conditions
stated herein and therein, to issue and sell to the firms named in Schedule I to
the applicable Pricing Agreement (such firms constituting the "Underwriters"
with respect to such Pricing Agreement and the securities specified therein)
certain of its debt securities (the "Securities") specified in Schedule II to
such Pricing Agreement (with respect to such Pricing Agreement, the "Designated
Securities").

      The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.

      1. Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to Underwriters who act without any firm being designated
as their representative. This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any of the Securities or as an obligation
of any of the Underwriters to purchase the Securities. The obligation of the
Company to issue and sell any of the Securities and the obligation of any of the
Underwriters to purchase any of the Securities shall be evidenced by the Pricing
Agreement with respect to the Designated Securities specified therein. Each
Pricing Agreement shall specify the aggregate principal amount of such
Designated Securities, the initial public offering price of such Designated
Securities, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated Securities, the
names of the Representatives of such Underwriters and the principal amount of
such Designated Securities to be purchased by each Underwriter and shall set
forth the date, time and manner of delivery to such Designated Securities and
payment therefor. The Pricing Agreement shall also specify (to the extent not
set forth in the Indenture and the registration statement and prospectus with
respect thereto) the terms of such Designated Securities. A Pricing Agreement
shall be in the form of an executed writing (which may be in counterparts),


   2

and may be evidenced by an exchange of telegraphic communications or any other
rapid transmission device designed to produce a written record of communications
transmitted. The obligations of the Underwriters under this Agreement and each
Pricing Agreement shall be several and not joint.

      2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:

           (a) A registration statement in respect of the Securities has been
      filed with the Securities and Exchange Commission (the "Commission"); such
      registration statement and any post-effective amendment thereto, each in
      the form heretofore delivered or to be delivered to the Representatives
      and, excluding exhibits to such registration statement, but including all
      documents incorporated by reference in the prospectus contained therein,
      to the Representatives for each of the other Underwriters, have been
      declared effective by the Commission in such form; no other document with
      respect to such registration statement or document incorporated by
      reference therein has heretofore been filed or transmitted for filing with
      the Commission; and no stop order suspending the effectiveness of such
      registration statement has been issued and no proceeding for that purpose
      has been initiated or threatened by the Commission (any preliminary
      prospectus included in such registration statement or filed with the
      Commission pursuant to Rule 424(a) of the rules and regulations of the
      Commission under the Securities Act of 1933, as amended (the "Act"), being
      hereinafter called a "Preliminary Prospectus"; the various parts of such
      registration statement, including all exhibits thereto and the documents
      incorporated by reference in the prospectus contained in the registration
      statement at the time such part of the registration statement became
      effective but excluding Form T-1, each as amended at the time such part of
      the registration statement became effective, being hereinafter called the
      "Registration Statement"; the prospectus relating to the Securities, in
      the form in which it has most recently been filed, or transmitted for
      filing, with the Commission on or prior to the date of this Agreement,
      being hereinafter called the "Prospectus"; any reference herein to any
      Preliminary Prospectus or the Prospectus shall be deemed to refer to and
      include the documents incorporated by reference therein pursuant to the
      applicable form under the Act, as of the date of such Preliminary
      Prospectus or Prospectus, as the case may be; any reference to any
      amendment or supplement to any Preliminary Prospectus or the Prospectus
      shall be deemed to refer to and include any documents filed after the date
      of such Preliminary Prospectus or Prospectus, as the case may be, under
      the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
      incorporated by reference in such Preliminary Prospectus or Prospectus, as
      the case may be; any reference to any amendment to the Registration
      Statement shall be deemed to refer to and include any annual report of the
      Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after
      the effective date of the Registration Statement that is incorporated by
      reference in the Registration Statement; and any reference to the
      Prospectus as amended or supplemented shall be deemed to refer to the
      Prospectus as amended or supplemented in relation to the applicable
      Designated Securities in the form in which it is filed with the Commission
      pursuant to Rule

                                       -2-
   3

      424(b) under the Act in accordance with Section 5(a) hereof, including any
      documents incorporated by reference therein as of the date of such
      filing);

           (b) The documents incorporated by reference in the Prospectus, when
      they became effective or were filed with the Commission, as the case may
      be, conformed in all material respects to the requirements of the Act or
      the Exchange Act, as applicable, and the rules and regulations of the
      Commission thereunder, and none of such documents contained an untrue
      statement of a material fact or omitted to state a material fact required
      to be stated therein or necessary to make the statements therein not
      misleading; and any further documents so filed and incorporated by
      reference in the Prospectus or any further amendment or supplement
      thereto, when such documents become effective or are filed with the
      Commission, as the case may be, will conform in all material respects to
      the requirements of the Act or the Exchange Act, as applicable, and the
      rules and regulations of the Commission thereunder and will not contain an
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading; provided, however, that this representation and warranty
      shall not apply to any statements or omissions made in reliance upon and
      in conformity with information furnished in writing to the Company by an
      Underwriter of Designated Securities through the Representatives expressly
      for use in the Prospectus as amended or supplemented relating to such
      Securities;

           (c) The Registration Statement and the Prospectus conform, and any
      further amendments or supplements to the Registration Statement or the
      Prospectus will conform, in all material respects to the requirements of
      the Act and the Trust Indenture Act of 1939, as amended (the "Trust
      Indenture Act") and the rules and regulations of the Commission thereunder
      and do not and will not, as of the applicable effective date as to the
      Registration Statement and any amendment thereto and as of the applicable
      filing date as to the Prospectus and any amendment or supplement thereto,
      contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading; provided, however, that this representation and
      warranty shall not apply to any statements or omissions made in reliance
      upon and in conformity with information furnished in writing to the
      Company by an Underwriter of Designated Securities through the
      Representatives expressly for use in the Prospectus as amended or
      supplemented relating to such Securities;

           (d) The Company and its subsidiaries have not sustained since the
      date of the latest audited financial statements included or incorporated
      by reference in the Prospectus any material loss or interference with
      their businesses, taken as a whole, from fire, explosion, flood or other
      calamity, whether or not covered by insurance, or from any labor dispute
      or court or governmental action, order or decree, otherwise than as set
      forth or contemplated in the Prospectus; and, since the respective dates
      as of which information is given in the Registration Statement and the
      Prospectus, there has not been any material change in the capital stock or
      long-term debt of the Company and its subsidiaries on a consolidated basis
      or any material adverse change, or any development involving a prospective
      material adverse change, in or affecting the general affairs, management,
      financial position,


                                       -3-
   4

      stockholders' equity or results of operations of the Company and its
      subsidiaries, taken as a whole, otherwise than as set forth or
      contemplated in the Prospectus;

           (e) The Company and its subsidiaries have good and marketable title
      in fee simple to all real property and good and marketable title to all
      personal property owned by them, in each case free and clear of all liens,
      encumbrances and defects except such as are described in the Prospectus or
      such as do not materially affect the value of such property and do not
      interfere with the use made and proposed to be made of such property by
      the Company and its subsidiaries; and any real property and buildings held
      under lease by the Company and its subsidiaries are held by them under
      valid, subsisting and enforceable leases with such exceptions as are not
      material and do not interfere with the use made and proposed to be made of
      such property and buildings by the Company and its subsidiaries;

           (f) The Company has been duly incorporated and is validly existing as
      a corporation in good standing under the laws of the State of Ohio, with
      power and authority (corporate and other) to own its properties and
      conduct its business as described in the Prospectus, and has been duly
      qualified as a foreign corporation for the transaction of business and is
      in good standing under the laws of each other jurisdiction in which it
      owns or leases properties, or conducts any business, so as to require such
      qualification, or is subject to no material liability or disability by
      reason of the failure to be qualified in any such jurisdiction; and each
      subsidiary of the Company has been duly incorporated and is validly
      existing as a corporation in good standing under the laws of its
      jurisdiction of incorporation;

           (g) The Company has an authorized capitalization as set forth in the
      Prospectus, and all of the issued shares of capital stock of the Company
      have been duly and validly authorized and issued and are fully paid and
      non-assessable; and all of the issued shares of capital stock of each
      subsidiary of the Company have been duly and validly authorized and
      issued, are fully paid and non-assessable and (except for directors'
      qualifying shares) are owned directly or indirectly by the Company, free
      and clear of all liens, encumbrances, equities or claims;

           (h) The Securities have been duly authorized, and, when Designated
      Securities are issued and delivered pursuant to this Agreement and the
      Pricing Agreement with respect to such Designated Securities against
      payment of the consideration specified in the Pricing Agreement, such
      Designated Securities will have been duly executed, authenticated, issued
      and delivered and will constitute valid and legally binding obligations of
      the Company, enforceable in accordance with their terms, subject, as to
      enforcement, to bankruptcy, insolvency, reorganization and other laws of
      general applicability relating to or affecting creditors' rights and to
      general equity principles and will be entitled to the benefits provided by
      the Indenture under which they are to be issued which will be
      substantially in the form filed as an exhibit to the Registration
      Statement; the Indenture has been duly authorized and duly qualified under
      the Trust Indenture Act and, at the Time of Delivery for such Designated
      Securities (as defined in Section 4 hereof), the Indenture will constitute
      a valid and legally binding instrument, enforceable in accordance with its
      terms, subject, as to enforcement, to bankruptcy, insolvency,
      reorganization and other laws of general applicability relating to or
      affecting creditors' rights and to general equity principles; and the
      Indenture conforms, and the Designated Securities will conform, in all
      material


                                       -4-
   5

      respects, to the descriptions thereof contained in the Prospectus as
      amended or supplemented with respect to such Designated Securities;

           (i) The issue and sale of the Securities and the compliance by the
      Company with all of the provisions of the Securities, the Indenture, this
      Agreement and any Pricing Agreement, and the consummation of the
      transactions herein and therein contemplated will not conflict with or
      result in a breach of any of the terms or provisions of, or constitute a
      default under, any indenture, mortgage, deed of trust, loan agreement or
      other agreement or instrument to which the Company or any of its
      subsidiaries is a party or by which the Company or any of its subsidiaries
      is bound or to which any of the property or assets of the Company or any
      of its subsidiaries is subject, nor will such action result in any
      violation of the provisions of the Articles of Incorporation, as amended,
      or the Regulations of the Company or any statute or any order, rule or
      regulation of any court or governmental agency or body having jurisdiction
      over the Company or any of its subsidiaries or any of their properties;
      and no consent, approval, authorization, order, registration or
      qualification of or with any such court or governmental agency or body is
      required for the issue and sale of the Securities or the consummation by
      the Company of the other transactions contemplated by this Agreement or
      any Pricing Agreement or the Indenture, except such as have been, or will
      have been prior to the Time of Delivery, obtained under the Act and the
      Trust Indenture Act and such consents, approvals, authorizations,
      registrations or qualifications as may be required under state securities
      or Blue Sky laws in connection with the purchase and distribution of the
      Securities by the Underwriters;

           (j) Other than as set forth or contemplated in the Prospectus, there
      are no legal or governmental proceedings pending to which the Company or
      any of its subsidiaries is a party or of which any property of the Company
      or any of its subsidiaries is the subject with respect to which there is a
      reasonable likelihood of a determination which would individually or in
      the aggregate have a material adverse effect on the consolidated financial
      position, stockholders' equity or results of operations of the Company and
      its subsidiaries; and, to the best of the Company's knowledge, no such
      proceedings are threatened or contemplated by governmental authorities or
      threatened by others;

           (k) None of the transactions contemplated by this Agreement, any
      Pricing Agreement or the Indenture (including, without limitation, the use
      of the proceeds from the sale of the Securities) will violate or result in
      a violation of Section 7 of the Exchange Act, or any regulation
      promulgated thereunder, including, without limitation, Regulations G, T, U
      and X of the Board of Governors of the Federal Reserve System;

           (l) The Company is not subject to regulation under the Investment
      Company Act of 1940, as amended;

           (m) The Company will apply the net proceeds from the sale of
      Securities for the purpose set forth in the Prospectus under the caption
      "Use of Proceeds"; and

           (n) PricewaterhouseCoopers L.L.P. and Deloitte & Touche LLP,
      respectively, who have audited certain financial statements of the Company
      and its subsidiaries



                                      -5-
   6

      and Fred Meyer, Inc. and its subsidiaries (collectively, the "Companies"),
      respectively, are independent public accountants as required by the Act
      and the rules and regulations of the Commission thereunder.

      3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.

      4. Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in definitive form to the extent
practicable, and in such authorized denominations and registered in such names
as the Representatives may request upon at least forty-eight hours' prior notice
to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks, payable to the order of the Company in the funds
specified in such Pricing Agreement, all at the place and time and date
specified in such Pricing Agreement or at such other place and time and date as
the Representatives and the Company may agree upon in writing, such time and
date being herein called the "Time of Delivery" for such Securities.

      5. The Company agrees with each of the Underwriters of any Designated
Securities:

           (a) To prepare the Prospectus as amended and supplemented in relation
      to the applicable Designated Securities in a form approved by the
      Representatives and to file such Prospectus pursuant to Rule 424(b) under
      the Act not later than the Commission's close of business on the second
      business day following the execution and delivery of the Pricing Agreement
      relating to the applicable Designated Securities or, if applicable, such
      earlier time as may be required by Rule 424(b); to make no further
      amendment or any supplement to the Registration Statement or Prospectus as
      amended or supplemented after the date of the Pricing Agreement relating
      to such Securities and prior to the Time of Delivery for such Securities
      which shall be disapproved by the Representatives for such Securities
      promptly after reasonable notice thereof; to advise the Representatives
      promptly of any such amendment or supplement after such Time of Delivery
      and furnish the Representatives with copies thereof; to file promptly all
      reports and any definitive proxy or information statements required to be
      filed by the Company with the Commission pursuant to Section 13(a), 13(c),
      14 or 15(d) of the Exchange Act for so long as the delivery of a
      prospectus is required in connection with the offering or sale of such
      Securities, and during such same period to advise the Representatives,
      promptly after it receives notice thereof, of the time when any amendment
      to the Registration Statement has been filed or becomes effective or any
      supplement to the Prospectus or any amended Prospectus has been filed with
      the Commission, of the issuance by the Commission of any stop order or of
      any order preventing or suspending the use of any prospectus relating to
      the Securities, of the suspension of the qualification of such Securities
      for offering or sale in any jurisdiction, of the initiation of or
      threatening of any proceeding for any such purpose, or of any request by
      the Commission for the amending or supplementing of the Registration
      Statement or Prospectus or for additional information; and, in the



                                      -6-
   7

      event of the issuance of any such stop order or of any such order
      preventing or suspending the use of any prospectus relating to the
      Securities or suspending any such qualification, to use promptly its best
      efforts to obtain its withdrawal;

           (b) Promptly from time to time to take such action as the
      Representatives may reasonably request to qualify such Securities for
      offering and sale under the securities laws of such jurisdictions in the
      United States as the Representatives may request and to comply with such
      laws so as to permit the continuance of sales and dealings therein in such
      jurisdictions for as long as may be necessary to complete the distribution
      of such Securities, provided that in connection therewith the Company
      shall not be required to qualify as a foreign corporation or to file a
      general consent to service of process in any jurisdiction;

           (c) To furnish the Underwriters with copies of the Prospectus as
      amended or supplemented in such quantities as the Representatives may from
      time to time reasonably request, and, if the delivery of a prospectus is
      required at any time prior to the expiration of nine months after the time
      of issue of the Prospectus in connection with the offering or sale of any
      Designated Securities and if at such time any event shall have occurred as
      a result of which the Prospectus as then amended or supplemented would
      include an untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made when such Prospectus
      is delivered, not misleading, or, if for any other reason it shall be
      necessary during such same period to amend or supplement the Prospectus or
      to file under the Exchange Act any document incorporated by reference in
      the Prospectus in order to comply with the Act, the Exchange Act or the
      Trust Indenture Act, to notify the Representatives and upon their request
      to file such document and to prepare and furnish without charge to each
      Underwriter and to any dealer in securities as many copies as the
      Representatives may from time to time reasonably request of an amended
      Prospectus or a supplement to the Prospectus which will correct such
      statement or omission or effect such compliance; and in case any
      Underwriter is required to deliver a prospectus in connection with sales
      of any Designated Securities at any time nine months or more after the
      time of issue of the Prospectus as amended or supplemented with respect to
      such Designated Securities, upon the request of the Representatives but at
      the expense of such Underwriter, to prepare and deliver to such
      Underwriter as many copies as it may request of a further amended or
      supplemented Prospectus for such Designated Securities complying with
      Section 10(a)(3) of the Act;

           (d) To make generally available to its security holders as soon as
      practicable, but in any event not later than eighteen months after the
      effective date of the Registration Statement (as defined in Rule 158(c) ),
      an earning statement of the Company and its subsidiaries (which need not
      be audited) complying with Section 11 (a) of the Act and the rules and
      regulations of the Commission thereunder (including at the option of the
      Company Rule 158); and

           (e) During the period beginning from the date of the Pricing
      Agreement for such Designated Securities and continuing to and including
      the earlier of (i) the termination of trading restrictions for such
      Designated Securities, as notified to the Company by the Representatives,
      and (ii) the Time of Delivery for such Designated Securities, not to
      offer, sell, contract to sell or otherwise dispose of any debt




                                      -7-
   8

      securities of the Company which mature more than one year after such Time
      of Delivery and which are substantially similar to such Designated
      Securities, without the prior written consent of the Representatives.

      6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or producing any Agreement
among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any
Blue Sky and Legal Investment Memoranda and any other documents in connection
with the offering, purchase, sale and delivery of the Securities; (iii) all
expenses in connection with the qualification of the Securities for offering and
sale under state securities laws as provided in Section 5(b) hereof, including
the reasonable fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky and legal
investment surveys; (iv) any fees charged by securities rating services for
rating the Securities; (v) any filing fees incident to securing any required
review by the National Association of Securities Dealers, Inc. of the terms of
the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the
fees and expenses of any Trustee and any agent of any Trustee and the fees and
disbursements of counsel for any Trustee in connection with any Indenture and
the Securities; (viii) the fees and disbursements of counsel for the
Underwriters to the extent they exceed such amount as may be specified in the
Pricing Agreements; and (ix) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, Section 8 and Section 11 hereof, the Underwriters will
pay all of their own costs and expenses, including, but not limited to, the fees
and disbursements of their counsel up to such amount as may be specified in the
Pricing Agreements, transfer taxes on resale of any of the Securities by them,
and any advertising expenses connected with any offers they may make.

      7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

           (a) The Prospectus as amended or supplemented in relation to the
      applicable Designated Securities shall have been filed with the Commission
      pursuant to Rule 424(b) within the applicable time period prescribed for
      such filing by the rules and regulations under the Act and in accordance
      with Section 5 (a) hereof; no stop order suspending the effectiveness of
      the Registration Statement or any part thereof shall have been issued and
      no proceeding for that purpose shall have been initiated or threatened by
      the Commission; and all requests for additional


                                      -8-
   9

      information on the part of the Commission shall have been complied with to
      the Representatives' reasonable satisfaction;

           (b) Counsel for the Underwriters shall have furnished to the
      Representatives such opinion or opinions, dated the Time of Delivery for
      such Designated Securities, with respect to the incorporation of the
      Company, the validity of the Indenture, the Designated Securities, the
      Registration Statement, the Prospectus as amended or supplemented and
      other related matters as the Representatives may reasonably request, and
      such counsel shall have received such papers and information as they may
      reasonably request to enable them to pass upon such matters;

           (c) Paul Heldman, Senior Vice President, Secretary and General
      Counsel of the Company, shall have furnished to the Representatives his
      written opinion, dated the Time of Delivery for such Designated
      Securities, in form and substance satisfactory to the Representatives, to
      the effect that:

                      (i) The Company has been duly incorporated and is validly
           existing as a corporation in good standing under the laws of Ohio,
           with corporate power and authority to own its properties and conduct
           its business as described in the Prospectus as amended or
           supplemented;

                      (ii) The Company has an authorized capitalization as set
           forth in the Prospectus as amended or supplemented, and all of the
           issued shares of capital stock of the Company have been duly and
           validly authorized and issued and are fully paid and non-assessable;

                      (iii) The Company has been duly qualified as a foreign
           corporation for the transaction of business and is in good standing
           under the laws of each other jurisdiction in which it owns or leases
           properties, or conducts any business, so as to require such
           qualification, or is subject to no material liability or disability
           by reason of the failure to be so qualified in any such jurisdiction
           (such counsel being entitled to rely in respect of the opinion in
           this clause upon opinions of local counsel and in respect of matters
           of fact upon certificates of officers of the Company, provided that
           such counsel shall state that he believes that both the Underwriters
           and he are justified in relying upon such opinions and certificates);

                      (iv) Each subsidiary of the Company, with respect to which
           the Company owns, directly or indirectly, an equity interest of more
           than 50% (each a "subsidiary"), has been duly incorporated and is
           validly existing as a corporation in good standing under the laws of
           its jurisdiction of incorporation; and all of the issued shares of
           capital stock of each such subsidiary have been duly and validly
           authorized and issued, are fully paid and non-assessable, and (except
           for directors' qualifying shares) are owned directly or indirectly by
           the Company, free and clear of all liens, encumbrances, equities or
           claims, other than as described in the Prospectus (such counsel being
           entitled to rely in respect of the opinion in this clause upon
           opinions of local counsel and in respect of matters of fact upon
           certificates of officers of the Company, provided



                                      -9-
   10

            that such counsel shall state that he believes that both the
            Underwriters and he are justified in relying upon such opinions and
            certificates);

                      (v) The Company and its subsidiaries have good and
           marketable title in fee simple to all real property owned by them, in
           each case free and clear of all liens, encumbrances and defects
           except such as are described in the Prospectus or such as do not
           materially affect the value of such property and do not interfere
           with the use made and proposed to be made of such property by the
           Company and its subsidiaries; and any real property and buildings
           held under lease by the Company and its subsidiaries are held by them
           under valid, subsisting and enforceable leases with such exceptions
           as are not material and do not interfere with the use made and
           proposed to be made of such property and buildings by the Company and
           its subsidiaries (in giving the opinion in this clause, such counsel
           may state that no examination of record titles for the purpose of
           such opinion has been made, and that he is relying upon a general
           review of the titles of the Company and its subsidiaries, upon
           opinions of local counsel and abstracts, reports and policies of
           title companies rendered or issued at or subsequent to the time of
           acquisition of such property by the Company or its subsidiaries, upon
           opinions of counsel to the lessors of such property and, in respect
           of matters of fact, upon certificates of officers of the Company or
           its subsidiaries, provided that such counsel shall state that he
           believes that both the Underwriters and he are justified in relying
           upon such opinions, abstracts, reports, policies and certificates);

                      (vi) To the best of such counsel's knowledge and other
           than as set forth in the Prospectus, there are no legal or
           governmental proceedings pending to which the Company or any of its
           subsidiaries is a party or of which any property of the Company or
           any of its subsidiaries is the subject with respect to which there is
           a reasonable likelihood of determinations which would individually or
           in the aggregate have a material adverse effect on the consolidated
           financial position, stockholders' equity or results of operations of
           the Company and its subsidiaries; and, to the best of such counsel's
           knowledge, no such proceedings are threatened or contemplated by
           governmental authorities or threatened by others;

                      (vii) This Agreement and the Pricing Agreement with
           respect to the Designated Securities have been duly authorized,
           executed and delivered by the Company;

                      (viii) The Designated Securities have been duly
           authorized, executed, authenticated, issued and delivered, and the
           Designated Securities (assuming that (i) the Trustee has all
           requisite power and authority to perform its obligations under the
           Indenture and has made all necessary filings and received all
           necessary consents, (ii) the Indenture has been duly authorized,
           executed and delivered by the Trustee and (iii) the Trustee's
           certificates of authentication have been manually executed by an
           authorized officer of the Trustee) constitute valid and binding
           obligations of the Company, enforceable against the Company in
           accordance with their terms and are entitled to the benefits of the
           Indenture, except that (a) such enforcement may be subject to
           bankruptcy, insolvency, reorganization, moratorium, or other laws now
           or hereafter in effect affecting creditors' rights generally, and (b)
           the enforceability



                                      -10-
   11

            thereof is subject to the general principles of equity (whether such
            enforceability is considered in a proceeding in equity or at law);
            provided, however, that such counsel need express no opinion as to
            the application or effect of any applicable fraudulent conveyance,
            fraudulent transfer, fraudulent obligation or preferential transfer
            laws or any laws governing the distribution of assets of the Company
            to its stockholders; and the terms of the Designated Securities and
            the Indenture conform in all material respects to the descriptions
            thereof in the Prospectus as amended or supplemented;

                      (ix) The Indenture (i) has been duly authorized, executed
           and delivered by the Company and (ii) (assuming that (a) the Trustee
           has all requisite power and authority to perform its obligations
           under the Indenture and has made all necessary filings and received
           all necessary consents, and (b) the Indenture has been duly
           authorized, executed and delivered by the Trustee) constitutes a
           valid and binding instrument of the Company, enforceable in
           accordance with its terms, except (a) that such enforcement may be
           subject to bankruptcy, insolvency, reorganization, moratorium, or
           other laws now or hereafter in effect affecting creditors' rights
           generally, and (b) that the enforceability thereof is subject to
           general principles of equity (whether such enforceability is
           considered in a proceeding in equity or at law); provided, however,
           that such counsel need express no opinion as to the application or
           effect of any applicable fraudulent conveyance, fraudulent transfer,
           fraudulent obligation or preferential transfer laws or any laws
           governing the distribution of assets of the Company to its
           stockholders; and the Indenture has been duly qualified under the
           Trust Indenture Act;

                      (x) The issuance and sale of the Designated Securities and
           the compliance by the Company with all of the provisions of the
           Designated Securities, the Indenture, this Agreement and the Pricing
           Agreement with respect to the Designated Securities and the
           consummation of the transactions herein and therein contemplated, to
           the best of such counsel's knowledge, will not conflict with or
           result in a breach of any of the terms or provisions of, or
           constitute a default under, any indenture, mortgage, deed of trust,
           loan agreement or other agreement or instrument to which the Company
           or any of its subsidiaries is a party or by which the Company or any
           of its subsidiaries is bound or to which any of the property or
           assets of the Company or any of its subsidiaries is subject, nor will
           such actions result in any violation of the provisions of the
           Articles of Incorporation, as amended, or the Regulations of the
           Company or any statute of the United States of America or of Ohio or
           any other statute known to such counsel or any order, rule or
           regulation of any court or governmental agency or body having
           jurisdiction over the Company or any of its subsidiaries or any of
           their properties; provided, however, that such counsel need express
           no opinion as to the application or effect of any applicable
           fraudulent conveyance, fraudulent transfer, fraudulent obligation or
           preferential transfer laws or any laws governing the distribution of
           assets of the Company to its stockholders;

                      (xi) To the best of such counsel's knowledge, no consent,
           approval, authorization, order, registration or qualification of or
           with any such court or governmental agency or body is required for
           the issuance and sale of the Designated Securities or the
           consummation of the other transactions





                                      -11-
   12

            contemplated by this Agreement or such Pricing Agreement or the
            Indenture, except such as have been obtained under the Act and the
            Trust Indenture Act and such consents, approvals, authorizations,
            registrations or qualifications as may be required under state
            securities or Blue Sky laws in connection with the purchase and
            distribution of the Designated Securities by the Underwriters and as
            may be required due to the Underwriters' or the Trustees' legal or
            regulatory status;

                      (xii) The Company is not subject to regulation under the
           Investment Company Act of 1940, as amended;

                      (xiii) The documents incorporated by reference in the
           Prospectus as amended or supplemented (other than (a) the financial
           statements, notes and schedules thereto included or incorporated by
           reference therein and (b) other financial and statistical information
           included or incorporated by reference therein, as to all of which
           such counsel need express no opinion), when they became effective or
           were filed with the Commission, as the case may be, complied as to
           form in all material respects with the requirements of the Act or the
           Exchange Act, as applicable, and the rules and regulations of the
           Commission thereunder; and such counsel has no reason to believe that
           any of such documents, when they became effective or were so filed,
           as the case may be, contained, in the case of a registration
           statement which became effective under the Act, an untrue statement
           of a material fact or omitted to state a material fact required to be
           stated therein or necessary to make the statements therein not
           misleading, or, in the case of other documents which were filed under
           the Act or the Exchange Act with the Commission, an untrue statement
           of a material fact or omitted to state a material fact necessary in
           order to make the statements therein, in the light of the
           circumstances under which they were made when such documents were so
           filed, not misleading; and

                      (xiv) The Registration Statement and the Prospectus as
           amended or supplemented and any further amendments and supplements
           thereto made by the Company prior to the Time of Delivery for the
           Designated Securities (other than (a) the financial statements, notes
           and schedules thereto included or incorporated by reference therein,
           (b) other financial and statistical information included or
           incorporated by reference therein or (c) the Forms T-1 filed as
           exhibits to the Registration Statement, as to all of which such
           counsel need express no opinion) comply as to form in all material
           respects with the requirements of the Act and the Trust Indenture Act
           and the rules and regulations thereunder; such counsel has no reason
           to believe that, as of its effective date, the Registration Statement
           or any further amendment thereto made by the Company prior to the
           Time of Delivery (other than (a) the financial statements, notes and
           schedules thereto included or incorporated by reference therein, (b)
           other financial and statistical information included or incorporated
           by reference therein or (c) the Forms T-1 filed as exhibits to the
           Registration Statement, as to all of which such counsel need express
           no opinion) contained an untrue statement of a material fact or
           omitted to state a material fact required to be stated therein or
           necessary to make the statements therein not misleading or that, as
           of its date, the Prospectus as amended or supplemented or any
           further amendment or supplement thereto made by the Company prior to
           the Time of Delivery (other than (a) the financial statements, notes
           and




                                      -12-
   13

            schedules thereto included or incorporated by reference therein, (b)
            other financial and statistical information included or incorporated
            by reference therein or (c) the Forms T-1 filed as exhibits to the
            Registration Statement, as to all of which such counsel need express
            no opinion) contained an untrue statement of a material fact or
            omitted to state a material fact necessary to make the statements
            therein, in light of the circumstances in which they were made, not
            misleading or that, as of the Time of Delivery, either the
            Registration Statement or the Prospectus as amended or supplemented
            or any further amendment or supplement thereto made by the Company
            prior to the Time of Delivery (other than (a) the financial
            statements, notes and schedules thereto included or incorporated by
            reference therein, (b) other financial and statistical information
            included or incorporated by reference therein or (c) the Forms T-1
            filed as exhibits to the Registration Statement, as to all of which
            such counsel need express no opinion) contains an untrue statement
            of a material fact or omits to state a material fact necessary to
            make the statements therein, in light of the circumstances in which
            they were made, not misleading; and such counsel does not know of
            any amendment to the Registration Statement required to be filed or
            any contracts or other documents of a character required to be filed
            as an exhibit to the Registration Statement or required to be
            incorporated by reference into the Prospectus as amended or
            supplemented or required to be described in the Registration
            Statement or the Prospectus as amended or supplemented which are not
            filed or incorporated by reference or described as required;

           (d) On the date of the Pricing Agreement for such Designated
      Securities and at the Time of Delivery for such Designated Securities, the
      independent accountants of the Company who have certified the financial
      statements of the Company and its subsidiaries included or incorporated by
      reference in the Registration Statement shall have furnished to the
      Representatives letters, dated the respective dates of delivery of such
      letters, to the effect set forth in Annex II hereto, in form and substance
      satisfactory to the Representatives;

           (e)  [Intentionally Omitted]

           (f) (i) Neither the Company nor any of its subsidiaries shall have
      sustained since the date of the latest audited financial statements
      included or incorporated by reference in the Prospectus as amended or
      supplemented any loss or interference with its business from fire,
      explosion, flood or other calamity, whether or not covered by insurance,
      or from any labor dispute or court or governmental action, order or
      decree, otherwise than as set forth or contemplated in the Prospectus as
      amended or supplemented, and (ii) since the respective dates as of which
      information is given in the Prospectus as amended or supplemented there
      shall not have been any change in the capital stock or long-term debt of
      the Companies or any change, or any development involving a prospective
      change, in or affecting the general affairs, management, financial
      position, stockholders' equity or results of operations of the Companies,
      otherwise than as set forth or contemplated in the Prospectus as amended
      or supplemented, the effect of which, in any such case described in Clause
      (i) or (ii), is in the judgment of the Representatives so material and
      adverse as to make it impracticable or inadvisable to proceed with the
      public


                                      -13-
   14

      offering or the delivery of the Designated Securities on the terms and in
      the manner contemplated in the Prospectus as amended or supplemented;

           (g) On or after the date of the Pricing Agreement relating to the
      Designated Securities (i) no downgrading shall have occurred in the rating
      accorded the Companies' debt securities by any "nationally recognized
      statistical rating organization," as that term is defined by the
      Commission for purposes of Rule 436(g) (2) under the Act and (ii) no such
      organization shall have publicly announced that it has under surveillance
      or review, with possible negative implications, its rating of any of the
      Companies' debt securities;

           (h) On or after the date of the Pricing Agreement relating to the
      Designated Securities there shall not have occurred any of the following:
      (i) a suspension or material limitation in trading in securities generally
      on the New York Stock Exchange; (ii) a general moratorium on commercial
      banking activities in New York declared by either Federal or New York
      State authorities; or (iii) the outbreak or escalation of hostilities
      involving the United States or the declaration by the United States of a
      national emergency or war, if the effect of any such event specified in
      this Clause (iii) in the judgment of the Representatives makes it
      impracticable or inadvisable to proceed with the public offering or the
      delivery of the Designated Securities on the terms and in the manner
      contemplated by the Prospectus as amended and supplemented;

           (i) The Company shall have furnished or caused to be furnished to the
      Representatives at the Time of Delivery for the Designated Securities a
      certificate or certificates of officers of the Company satisfactory to the
      Representatives as to the accuracy of the representations and warranties
      of the Company herein at and as of such Time of Delivery, as to the
      performance by the Company of all of its obligations hereunder to be
      performed at or prior to such Time of Delivery, as to the matters set
      forth in subsections (a) and (f) of this Section and as to such other
      matters as the Representatives may reasonably request; and

           (j) On the date of the Pricing Agreement for such Designated
      Securities and at the Time of Delivery for such Designated Securities, the
      independent accountants of Fred Meyer, Inc. who have certified the
      financial statements of Fred Meyer, Inc. and its subsidiaries included or
      incorporated by reference in the Registration Statement shall have
      furnished to the Representatives letters, dated the respective dates of
      delivery of such letters, to the effect set forth in Annex III hereto, in
      form and substance satisfactory to the Representatives.

      8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not





                                      -14-
   15

misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities.

      (b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim.

      (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation.


                                      -15-
   16

      (d) If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Designated Securities
on the other from the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect thereof) relates. If, however,
the allocation provided by the immediately preceding sentence is not permitted
by applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters,
in each case as set forth in the table on the cover page of the Prospectus as
amended or supplemented to relate to a particular offering of Designated
Securities. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the applicable Designated Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the Underwriters
of Designated Securities in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations with respect to such
Securities and not joint.

      (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in



                                      -16-
   17


addition to any liability which the respective Underwriters may otherwise have
and shall extend, upon the same terms and conditions, to each officer and
director of the Company and to each person, if any, who controls the Company
within the meaning of the Act.

      9. (a) If any Underwriter shall default in its obligation to purchase the
Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms. In the event that, within the
respective prescribed period, the Representatives notify the Company that they
have so arranged for the purchase of such Designated Securities, or the Company
notifies the Representatives that it has so arranged for the purchase of such
Designated Securities, the Representatives or the Company shall have the right
to postpone the Time of Delivery for such Designated Securities for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if such person had
originally been a party to the Pricing Agreement with respect to such Designated
Securities.

      (b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Securities which such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

      (c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any




                                      -17-
   18

non-defaulting Underwriter or the Company, except for the expenses to be borne
by the Company and the Underwriters as provided in Section 6 hereof and the
indemnity and contribution agreements in Section 8 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

      10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

      11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Section 6 and Section 8 hereof; but, if for any other
reason Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Designated Securities, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Securities
except as provided in Section 6 and Section 8 hereof.

      12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

      All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement: Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

      13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Section 8 and Section 10 hereof, the officers and directors of the
Company and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement.


                                      -18-
   19

No purchaser of any of the Securities from any Underwriter shall be deemed a
successor or assign by reason merely of such purchase.

      14. Time shall be of the essence of each Pricing Agreement. As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

      15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      16. This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.



                                                      Very truly yours,


                                                      The Kroger Co.

                                                      By:......................

                                                         Name:

                                                         Title:







                                      -19-
   20


  ANNEX I


                                Pricing Agreement
                                -----------------



[NAMES OF CO-REPRESENTATIVE(S),]
   As Representatives of the several
   Underwriters named in Schedule I hereto,



         ...................., 19..

Dear Sirs:

      The Kroger Co., an Ohio corporation (the "Company"), proposes, subject to
the terms and conditions stated herein and in the Underwriting Agreement, dated
 .................... (the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of each of the Underwriters of the Designated Securities pursuant
to Section 12 of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth at the end of
Schedule II hereto.


      An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.


      Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.


      If the foregoing is in accordance with your understanding, please sign and
return to us __ counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall



                                      -20-
   21

be submitted to the Company for examination upon request, but without warranty
on the part of the Representatives as to the authority of the signers thereof.




                                                   Very truly yours,


                                                   The Kroger Co.


                                                   By:..........................

                                                       Name:

                                                       Title:


Accepted as of the date hereof:

[NAME(S) OF CO-REPRESENTATIVE(S)]





         On behalf of each of the Underwriters



                                      -21-
   22



                                   SCHEDULE I

                                                       PRINCIPAL
                                                       AMOUNT OF
                                                       DESIGNATED
                                                       SECURITIES
                                                        TO BE
       UNDERWRITER                                     PURCHASED
- ----------------------------------------------------------------

        [Name(s) of Co-Representative(s) . . . . . . . . . $
   [Names of other Underwriters]  . . . . . . . . . .



















                                                          -------
                      Total . . . . . . . . . . . . . . .$



                                      -22-
   23


                                   SCHEDULE II

TITLE OF DESIGNATED SECURITIES:
      [   %] [Floating Rate] [Zero Coupon] [Notes]
      [Debentures] due
AGGREGATE PRINCIPAL AMOUNT:
      [$]
PRICE TO PUBLIC:
            % of the principal amount of the Designated Securities, plus accrued
      interest from        to
           [and accrued amortization, if any, from               to            ]
PURCHASE PRICE BY UNDERWRITERS:
            % of the principal amount of the Designated Securities, plus accrued
      interest from        to
           [and accrued amortization, if any, from               to            ]
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
      [New York] Clearing House funds
INDENTURE:
      Indenture dated      , 19  , between the Company and          , as Trustee
MATURITY:

INTEREST RATE:
      [   %] [Zero Coupon] [See Floating Rate Provisions]
INTEREST PAYMENT DATES:
      [months and dates]
REDEMPTION PROVISIONS:
      [No provisions for redemption]
      [The Designated Securities may be redeemed, otherwise than through the
      sinking fund, in whole or in part at the option of the Company, in the
      amount of [$]     or an integral multiple thereof,      [on or after     ,
      at the following redemption prices (expressed in percentages of principal
      amount). If [redeemed on or before      ,   %, and if] redeemed during the
      12-month period beginning      ,

      REDEMPTION
                                           YEAR      PRICE
- --------------------------------------------------------------------------------




      and thereafter at 100% of their principal amount, together in each case
      with accrued interest to the redemption date.]   [on any interest payment
      date falling in or after , at the election of the Company, at a redemption
      price equal to the principal amount thereof, plus accrued interest to the
      date of redemption.]
      [Other possible redemption provisions, such as mandatory redemption upon
      occurrence of certain events or redemption for changes in tax law]
      [Restriction on refunding]
SINKING FUND PROVISIONS:
      [No sinking fund provisions]
      [The Designated Securities are entitled to the benefit of a sinking fund
      to retire [$]    principal amount of Designated Securities on   in each of
      the years      through      at 100% of their principal amount plus accrued
      interest][,together with [cumulative] [noncumulative]




                                      -23-
   24

      redemptions at the option of the Company to retire an additional [$]
      principal amount of Designated Securities in the years    through      at
      100% of their principal amount plus accrued interest].

            [If Securities are extendable debt Securities, insert --

EXTENDABLE PROVISIONS:
           Securities are repayable on     ,     [insert date and years], at the
      option of the holder, at their principal amount with accrued interest.
      Initial annual interest rate will be   %, and thereafter annual interest
      rate will be adjusted on     ,    and to a rate not less than    % of the
      effective annual interest rate on U.S. Treasury obligations with    -year
      maturities as of the [insert date 15 days prior to maturity date] prior to
      such [insert maturity date].]

            [If Securities are Floating Rate debt Securities, insert --

FLOATING RATE PROVISIONS:
           Initial annual interest rate will be    %    through [and thereafter
      will be adjusted [monthly] [on each   ,   , and    ] [to an annual rate of
         % above the average rate for  -year [month] [securities] [certificates
      of deposit] issued by    and     [insert names of banks].] [and the annual
      interest rate [thereafter] [from    through   ] will be the interest yield
      equivalent of the weekly average per annum market discount rate for -month
      Treasury bills plus    % of Interest Differential (the excess, if any, of
      (i) then current weekly average per annum secondary market yield for
          -month certificates of deposit over (ii) then current interest yield
      equivalent of the weekly average per annum market discount rate for
          -month Treasury bills); [from and thereafter the rate will be the then
      current interest yield equivalent plus    % of Interest Differential].]

DEFEASANCE PROVISIONS:





TIME OF DELIVERY:




CLOSING LOCATION:





NAMES AND ADDRESSES OF REPRESENTATIVES:
      Designated Representatives:
      Address for Notices, etc.:

[OTHER TERMS]:



                                      -24-
   25





      ANNEX II

      Pursuant to Section 7 (d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:
                (i) They are independent certified public accountants with
      respect to the Company and its subsidiaries within the meaning of the Act
      and the applicable published rules and regulations thereunder;
                (ii) In their opinion, the financial statements and any
      supplementary financial information and schedules audited (and, if
      applicable, prospective financial statements and/or pro forma financial
      information examined) by them and included or incorporated by reference in
      the Registration Statement or the Prospectus comply as to form in all
      material respects with the applicable accounting requirements of the Act
      or the Exchange Act, as applicable, and the related published rules and
      regulations thereunder; and, if applicable, they have made a review in
      accordance with standards established by the American Institute of
      Certified Public Accountants of the consolidated interim financial
      statements, selected financial data, pro forma financial information,
      prospective financial statements and/or condensed financial statements
      derived from audited financial statements of the Company for the periods
      specified in such letter, as indicated in their reports thereon, copies of
      which have been furnished to the representatives of the Underwriters (the
      "Representatives");
                (iii) The unaudited selected financial information with respect
      to the consolidated results of operations and financial position of the
      Company for the five most recent fiscal years included in the Prospectus
      and included or incorporated by reference in Item 6 of the Company's
      Annual Report on Form 10-K for the most recent fiscal year agrees with the
      corresponding amounts (after restatement where applicable) in the audited
      consolidated financial statements for five such fiscal years which were
      included or incorporated by reference in the Company's Annual Reports on
      Form 10-K for such fiscal years;
                (iv) On the basis of limited procedures, not constituting an
      audit in accordance with generally accepted auditing standards, consisting
      of a reading of the unaudited financial statements and other information
      referred to below, a reading of the latest available interim financial
      statements of the Company and its subsidiaries, inspection of the minute
      books of the Company and its subsidiaries since the date of the latest
      audited financial statements included or incorporated by reference in the
      Prospectus, inquiries of officials of the Company and its subsidiaries
      responsible for financial and accounting matters and such other inquiries
      and procedures as may be specified in such letter, nothing came to their
      attention that caused them to believe that:
                (A) the unaudited condensed consolidated statements of income,
           consolidated balance sheets and consolidated statements of cash flows
           included or incorporated by reference in the Company's Quarterly
           Reports on Form 10-Q incorporated by reference in the Prospectus do
           not comply as to form in all material respects with the applicable
           accounting requirements of the Exchange Act as it applies to Form
           10-Q and the related published rules and regulations thereunder or
           are not in conformity with generally accepted accounting principles
           applied on a basis substantially consistent with the basis for the
           audited consolidated statements of income, consolidated balance
           sheets and consolidated statements of cash flows included or
           incorporated by reference in the Company's Annual Report on Form 10-K
           for the most recent fiscal year;
                (B) any other unaudited income statement data and balance sheet
           items included in the Prospectus do not agree with the corresponding
           items in the unaudited consolidated financial



                                      -25-
   26

            statements from which such data and items were derived, and any such
            unaudited data and items were not determined on a basis
            substantially consistent with the basis for the corresponding
            amounts in the audited consolidated financial statements included or
            incorporated by reference in the Company's Annual Report on Form
            10-K for the most recent fiscal year;
                  (C) the unaudited financial statements which were not included
            in the Prospectus but from which were derived the unaudited
            condensed financial statements referred to in clause (A) and any
            unaudited income statement data and balance sheet items included in
            the Prospectus and referred to in Clause (B) were not determined on
            a basis substantially consistent with the basis for the audited
            financial statements included or incorporated by reference in the
            Company's Annual Report on Form 10-K for the most recent fiscal
            year;
                  (D) any unaudited pro forma consolidated condensed financial
            statements included or incorporated by reference in the Prospectus
            do not comply as to form in all material respects with the
            applicable accounting requirements of the Act and the published
            rules and regulations thereunder or the pro forma adjustments have
            not been properly applied to the historical amounts in the
            compilation of those statements;
                  (E) as of a specified date not more than five days prior to
            the date of such letter, there have been any changes in the
            consolidated capital stock (other than issuances of capital stock
            upon exercise of options and stock appreciation rights, upon
            earn-outs of performance shares and upon conversions of convertible
            securities, in each case which were outstanding on the date of the
            latest balance sheet included or incorporated by reference in the
            Prospectus, and sales of capital stock to employee benefit plans of
            the Company) or any increase in the consolidated long-term debt of
            the Company and its subsidiaries, or any decreases in consolidated
            net current assets or net assets or other items specified by the
            Representatives, or any increases in any items specified by the
            Representatives, in each case as compared with amounts shown in the
            latest balance sheet included or incorporated by reference in the
            Prospectus, except in each case for changes, increases or decreases
            which the Prospectus discloses have occurred or may occur or which
            are described in such letter; and
                  (F) for the period from the date of the latest financial
            statements included or incorporated by reference in the Prospectus
            to the specified date referred to in Clause (E) there were any
            decreases in consolidated net revenues or operating profit or the
            total or per share amounts of consolidated net income or other items
            specified by the Representatives, or any increases in any items
            specified by the Representatives, in each case as compared with the
            comparable period of the preceding year and with any other period of
            corresponding length specified by the Representatives, except in
            each case for increases or decreases which the Prospectus discloses
            have occurred or may occur or which are described in such letter;
            and
                  (v) In addition to the audit referred to in their report(s)
            included or incorporated by reference in the Prospectus and the
            limited procedures, inspection of minute books, inquiries and other
            procedures referred to in paragraphs (iii) and (iv) above, they have
            carried out certain specified procedures, not constituting an audit
            in accordance with generally accepted auditing standards, with
            respect to certain amounts, percentages and financial information
            specified by the Representatives, which are derived from the general
            accounting records of the Company and its subsidiaries, which appear
            in the Prospectus (excluding documents incorporated by reference),
            or in Part II of, or in exhibits and schedules to, the Registration
            Statement specified by the Representatives or in documents
            incorporated by reference in the Prospectus specified by the
            Representatives, and have compared certain of such amounts,
            percentages and financial information with the accounting records of
            the Company and its subsidiaries and have found them to be in
            agreement.
      All references in this Annex II to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of the date of the letter delivered on
the date of the Pricing Agreement for purposes of such letter and to the
Prospectus as amended or supplemented (including the documents incorporated by
reference therein) in relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of Delivery for such Designated
Securities.




                                      -26-
   27





      ANNEX III

      Pursuant to Section 7 (k) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:
                (i) They are independent certified public accountants with
      respect to Fred Meyer, Inc. and its subsidiaries within the meaning of the
      Act and the applicable published rules and regulations thereunder;
                (ii) In their opinion, the financial statements and any
      supplementary financial information and schedules audited (and, if
      applicable, prospective financial statements and/or pro forma financial
      information examined) by them and included or incorporated by reference in
      the Registration Statement or the Prospectus comply as to form in all
      material respects with the applicable accounting requirements of the Act
      or the Exchange Act, as applicable, and the related published rules and
      regulations thereunder; and, if applicable, they have made a review in
      accordance with standards established by the American Institute of
      Certified Public Accountants of the consolidated interim financial
      statements, selected financial data, pro forma financial information,
      prospective financial statements and/or condensed financial statements
      derived from audited financial statements of Fred Meyer, Inc. for the
      periods specified in such letter, as indicated in their reports thereon,
      copies of which have been furnished to the representatives of the
      Underwriters (the "Representatives");
                (iii) On the basis of limited procedures, not constituting an
      audit in accordance with generally accepted auditing standards, consisting
      of a reading of the unaudited financial statements and other information
      referred to below, a reading of the latest available interim financial
      statements of Fred Meyer, Inc. and its subsidiaries, inspection of the
      minute books of Fred Meyer, Inc. and its subsidiaries since the date of
      the latest audited financial statements included or incorporated by
      reference in the Prospectus, inquiries of officials of Fred Meyer, Inc.
      and its subsidiaries responsible for financial and accounting matters and
      such other inquiries and procedures as may be specified in such letter,
      nothing came to their attention that caused them to believe that:
                (A) the unaudited condensed consolidated statements of income,
           consolidated balance sheets and consolidated statements of cash flows
           included or incorporated by reference in Fred Meyer, Inc. 's
           Quarterly Reports on Form 10-Q incorporated by reference in the
           Prospectus do not comply as to form in all material respects with the
           applicable accounting requirements of the Exchange Act as it applies
           to Form 10-Q and the related published rules and regulations
           thereunder or are not in conformity with generally accepted
           accounting principles applied on a basis substantially consistent
           with the basis for the audited consolidated statements of income,
           consolidated balance sheets and consolidated statements of cash flows
           included or incorporated by reference in Fred Meyer, Inc. 's Annual
           Report on Form 10-K for the most recent fiscal year;
                (B) any other unaudited income statement data and balance sheet
           items included in the Prospectus do not agree with the corresponding
           items in the unaudited consolidated financial statements from which
           such data and items were derived, and any such unaudited data and
           items were not determined on a basis substantially consistent with
           the basis for the corresponding amounts in the audited consolidated
           financial statements included or incorporated by reference in Fred
           Meyer, Inc. 's Annual Report on Form 10-K for the most recent fiscal
           year;
                (C) the unaudited financial statements which were not included
           in the Prospectus but from which were derived the unaudited condensed
           financial statements referred to in clause (A) and any unaudited
           income statement data and balance sheet items included in the
           Prospectus and referred to in Clause (B) were not determined on a
           basis substantially consistent


                                      -27-
   28



          with the basis for the audited financial statements included or
          incorporated by reference in Fred Meyer, Inc. 's Annual Report on Form
          10-K for the most recent fiscal year; and
               (D) any unaudited pro forma consolidated condensed financial
          statements included or incorporated by reference in the Prospectus do
          not comply as to form in all material respects with the applicable
          accounting requirements of the Act and the published rules and
          regulations thereunder or the pro forma adjustments have not been
          properly applied to the historical amounts in the compilation of those
          statements.
          (iv) In addition to the audit referred to in their report(s) included
     or incorporated by reference in the Prospectus and the limited procedures,
     inspection of minute books, inquiries and other procedures referred to in
     paragraph (iii) above, they have carried out certain specified procedures,
     not constituting an audit in accordance with generally accepted auditing
     standards, with respect to certain amounts, percentages and financial
     information specified by the Representatives, which are derived from the
     general accounting records of Fred Meyer, Inc. and its subsidiaries, which
     appear in the Prospectus (excluding documents incorporated by reference),
     or in Part II of, or in exhibits and schedules to, the Registration
     Statement specified by the Representatives or in documents incorporated by
     reference in the Prospectus specified by the Representatives, and have
     compared certain of such amounts, percentages and financial information
     with the accounting records of Fred Meyer, Inc. and its subsidiaries and
     have found them to be in agreement.
     All references in this Annex III to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of the date of the letter delivered on
the date of the Pricing Agreement for purposes of such letter and to the
Prospectus as amended or supplemented (including the documents incorporated by
reference therein) in relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of Delivery for such Designated
Securities.

EX-5.1

   1
                                                                     Exhibit 5.1


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

                                August 20, 1999



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 $2,000,000,000 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
                               ------------------------     -----------------------------------------------------------------------
                                May 22,      March 21,      January 2,    December 27,   December 28,   December 30,   December 31,
                                  1999          1998           1999           1997           1996           1995           1994
                               (16 weeks)    (12 weeks)     (53 weeks)     (52 weeks)     (52 weeks)     (52 weeks)     (52 weeks)
                               ----------    ----------     ----------    ------------   ------------   ------------   ------------
                                                                    (In millions of dollars)
                                                                                                     
Earnings:
     Earnings before
         tax expense, and
         extraordinary loss.....  $   280        $    83      $   713        $   713        $   567        $   510        $   421

     Fixed charges .............      139            113          479            482            483            490            501
     Capitalized interest ......       (2)            (2)          (8)            (9)           (11)            (7)            (3)
                                  -------        -------      -------        -------        -------        -------        -------
                                  $   417        $   194      $ 1,184        $ 1,186        $ 1,039        $   993        $   919
                                  =======        =======      =======        =======        =======        =======        =======

Fixed charges:
     Interest ..................  $    79        $    66      $   276        $   295        $   312        $   320        $   331
     Portion of rental
         payments deemed
         to be interest ........       60             47          203            187            171            170            170
                                  -------        -------      -------        -------        -------        -------        -------
                                  $   139        $   113      $   479        $   482        $   483        $   490        $   501
                                  =======        =======      =======        =======        =======        =======        =======

Ratio of earnings to
     fixed charges .............      3.0            1.7          2.5            2.5            2.2            2.0            1.8

Dollar deficiency of
     coverage ..................      N/A            N/A          N/A            N/A            N/A            N/A            N/A

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, 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 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. We also consent to the
references to our firm under the caption "Experts" in such Registration
Statement.


/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Cincinnati, Ohio
August 20, 1999

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
August 20, 1999

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 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.





(W. Rodney McMullen)                                             April 26, 1999
- --------------------
W. Rodney McMullen
Executive Vice President and
Chief Financial Officer
   3
                                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
   4
                                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)                                            April 26, 1999
- ------------------------
J. Michael Schlotman
Vice President and Corporate Controller
   5
                                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
   6
                                   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

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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;

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(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

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   9
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

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   10
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.

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