SecProbe.io

April 27, 2011
 Via Facsimile

David B. Dillon Chief Executive Officer The Kroger Co. 1014 Vine Street Cincinnati, OH  45202
Re: The Kroger Co.
 Form 10-K for Fiscal Year Ended January 29, 2011
Filed March 29, 2011 File No. 1-303

Dear Mr. Dillon:
 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and re lated disclosures and do not intend to expand our
review to others portions of your document.  In some of our comments, we may ask you to provide us with information so we ma y better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Consolidated Financial Statements, page 33

 Consolidated Balance Sheets, page 33

 1. Please provide us with an analysis of other current and long-term lia bilities for each year
presented and confirm to us that any item in excess of five percent of total current
liabilities and total liabilitie s, respectively, are disclose d in the notes to financial
statements.  Refer to paragraphs 20 and 24 of Rule 5-02 of Regulation S-X.

David B. Dillon The Kroger Co.
 April 27, 2011  Page 2

Notes to Consolidated Financial Statements, page 37

 Note 1.  Accounting Policies, page 37

 Segments, page 42

 2. We note that you operate retail food and drug stores, multi-department stores, jewelry
stores and convenience stores throughout th e United States, and that these retail
operations are reported as si ngle reportable segment.  Pl ease tell us (i) the operating
segments you have identified in accordance with ASC 280-10-50-1 th rough 50-9, (ii) the
factors used to identify reporta ble segments, and (iii) the basi s for aggregating identified
operating segments into a single reportable segment given the aggregation criteria in ASC
280-10-50-11 and quantitative thresholds in ASC 280-10-50-12.  Please be sure to
explain to us in detail how the aggregation of all of the reta il activities into one reportable
segment complies with the aggregation criteria.
 3. We note that you sell a wide variety of pr oducts including grocery products such as
produce, meat, dairy products, seafood, frozen  food, bakery and deli products along with
non-food items such as prescription drugs, apparel, home fashion and furnishings,
electronics, home goods and toys and health and beauty care items.  Please tell us your
consideration of disclosing revenues from each  group of similar products and services as
contemplated by ASC 280-10-50-39 as we beli eve this information is useful to your
investors.
 Note 5.  Debt Obligations, page 46

 4. We note that your new credit agreement cont ains covenants which, among other things,
require the maintenance of a leverage ratio a nd a fixed charge covera ge ratio.  Please tell
us whether the covenants restrict your ability  to pay dividends and your consideration of
disclosing the information required by Ru le 4-08(e)(1) of Regulation S-X.
 Note 11.  Commitments and Contingencies, page 55

 5. We note your disclosure with respect to certa in legal proceedings that management does
not anticipate that the ultimate resolution of  such actions will have a material adverse
effect on the Company’s financ ial condition, results of operations or cash flows.  Please
tell us what consideration you gave to providi ng an estimate of the possible loss or range
of loss in excess of amounts accrued for each of  the matters or in the aggregate, and for
those matters where you are unable to estimate the possible loss or ra nge of loss provide a
statement that such an estimate cannot be  made.  Please refer to ASC 450-20-50.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of

David B. Dillon The Kroger Co.
 April 27, 2011  Page 3

 1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Yolanda Guoba dia at (202) 551-3562 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3344
with any other questions.

Sincerely,
   /s/ William H. Thompson
William H. Thompson
Accounting Branch Chief

cc:  Bruce M. Gack  Assistant General Counsel