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   THE KROGER CO.

  ·     LAW
  DEPARTMENT

  ·     1014 VINE
  STREET

  ·     CINCINNATI,
  OHIO 45202-1100

  PAUL W. HELDMAN

  EXECUTIVE VICE PRESIDENT, SECRETARY AND

  GENERAL COUNSEL

  BRUCE M. GACK

  VICE PRESIDENT AND

  ASSISTANT GENERAL COUNSEL

  TELEFAX NUMBER

  513-762-4935

  WRITER’S DIRECT DIAL NUMBER

  513-762-1482

  LYNNE GELLENBECK

  PATRICIA T. ASH

  PAUL W. PARMELE

  STEPHANIE GEPHARDT

  MARTHA
  CUTRIGHT SARRA

  JENNIFER K. GOTHARD

  RICK J. LANDRUM

  CHRISTINE S. WHEATLEY

  JEFFERY L. VANWAY

  KELLY L. REBLIN

  ERICA S. PONTIUS

  HILARY VOLLMER

  BEAU C. SEFTON

  FRANCES A. TUCKER

  NATHAN H. BROWN

  J. PHILLIPS PUGH, INVESTIGATOR

  DOROTHY D. ROBERTS, PARALEGAL

  ERIN C. DRISKELL, PARALEGAL

  BOBBI J. McFADDEN, PARALEGAL

  ERIC B. LUTSON, PARALEGAL

  MARGARET E. WAGNER, PARALEGAL

July 15, 2010

H. Christopher Owings

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

  RE:

  The Kroger Co.

  Form 10-K for the Fiscal Year Ended January 30,
  2010, filed March 30, 2010

  Definitive Proxy Statement on Schedule 14A, filed
  May 14, 2010

  File No. 001-00303

Dear Mr. Owings:

We submit this letter in response to the comments
from the staff of the Division of Corporation Finance of the SEC, received by
letter dated June 21, 2010, pertaining to the referenced Form 10-K and
definitive proxy statement.  The staff’s
comments are reproduced below, followed by our responses.

Form 10-K for the Fiscal Year Ended January 30, 2010

Item 7.
Management’s Discussion and Analysis of Financial Condition, page 11

Results of Operations, page 12

1.               We note that you do not provide a discussion and analysis of changes in
sales for each year presented.  We also
note that you do not quantify the impact of a number of factors that
contributed to the change in total sales for the most recent year.  Please provide a discussion and analysis of
sales for each year presented.  Also,
please clarify your disclosure regarding the

reasons for the change in total sales for the most
recent year since it appears that a decline in retail fuel prices would not
have the effect of increasing total sales.
In addition, it would be useful to investors to understand (a) the
effect of changes in transaction counts and average sale per shopping trip in
your analysis of identical supermarket sales, excluding fuel, (b) the reasons
for the changes in the retail price of fuel, and (c) the effect of the change
in retail square footage.  Further, since
you include both identical and comparable supermarket sales in your discussion,
please discuss both of these operating metrics in your analysis.  Finally, please provide a discussion and
analysis of other sales to the extent changes in such sales is significant to
the overall change between years.
Alternatively, please tell us why you believe enhanced disclosure is not
useful to investors.  Please refer to
Item 303(a)(3) of Regulation S-K and Section III.B.4 of SEC Release No.
34-48960.

Kroger Response

We propose to add disclosure in future filings for
all periods and years presented, so that in next year’s Form 10-K, comparisons
will be made between 2010 and 2009, and between 2009 and 2008, comparable to
the following:

“The slight increase in total sales for 2009
compared to 2008 was attributable to our 2.1% increase in identical sales
offset by our year-over-year decline in supermarket fuel sales of approximately
10.6%.  Total supermarket fuel sales
declined over the same period due to a decline in retail fuel prices of
approximately 40%, offset partially by a 17.2% increase in gallons sold.  Retail fuel prices decreased by approximately
40% year-over-year in 2009 compared to 2008 due to deflation in the product
cost of fuel.  The increase in total supermarket
sales without fuel for 2009 over 2008 was primarily the result of increases in
identical supermarket sales of 2.1% as well as an increase in supermarket
square footage of 0.8%.  Identical
supermarket sales, excluding fuel, increased due to increased transaction count
offset partially by a lower average sale per shopping trip.”

Comparable store sales represent approximately 99%
of total supermarket sales for 2009, 2008, and 2007, so we do not believe that
it is useful for us to differentiate between total supermarket sales and
comparable store sales.  The change in
other sales is not material to Kroger’s financial statements, therefore,
additional discussion is not meaningful to investors and is unwarranted.

Liquidity and Capital Resources, page 21

2.               We note the disclosure on page 26 that you believe cash flow from
operations and other sources of liquidity, including borrowings under your
commercial paper program and bank credit facility will be adequate to meet
anticipated requirements for working capital, capital expenditures, interest
payments and scheduled principal payments for the foreseeable future.  Please provide a discussion of prospective
information regarding your short-term and long-term sources and needs for
capital in this section.  Please refer to
Instructions 2 and 5 to Item 303(a) of Regulation S-K and Section 503.a of
Codification of Financial Reporting policies.
In addition, please provide a discussion of short-term liquidity and
capital resources that cover cash needs for up to 12 months in the future.  A discussion of long-term liquidity and
capital resources should address material capital expenditures, payments due on
long-term debt and other demands or commitments beyond the next 12 months.  Alternatively, tell us why you believe
enhanced disclosure is not useful to investors in understanding your liquidity
and capital resources.

Kroger Response

Our current sources of liquidity are cash flows from
operating activities, borrowings under our commercial paper program, and our
bank credit facility. Kroger generated $2.9 billion in cash flows from operating
activities in 2009, has no borrowings under its $2.5 billion revolving credit
facility, has access to commercial paper markets, and currently is authorized
by its board of directors to issue $600 million of securities.

In future filings, Kroger will enhance its
disclosure as follows:

“We estimate our liquidity needs over the next
twelve month period to be approximately $3 billion, which includes anticipated
requirements for working capital, capital expenditures, interest payments, and
scheduled principal payments of debt.
Based on current operating trends, we believe that cash flows from
operating activities and other sources of liquidity, including borrowings under
our commercial paper program and bank credit facility, will be adequate to meet
our liquidity needs for the next twelve months and for the foreseeable future
beyond the next twelve months. In addition to the sources of liquidity noted
above, we also expect to be able to fund future scheduled principal payments of
long-term debt (see Note 5) from our cash flows from operating activities and,
if necessary, by issuing additional senior notes.  We believe we have adequate coverage of our
debt covenants to continue to maintain our current debt ratings and to respond
effectively to competitive conditions.”

Outlook, page 26

3.               We note your disclosure regarding expected bad debt expense from the
credit extended to your customers through your branded credit card.  Please tell us more about this program and
what consideration you gave to disclosing information about the credit card
portfolio and your accounting policies in your discussion and analysis and/or
the notes to consolidated financial statements.

Kroger Response

For fiscal years ended January 30, 2010 and prior,
our branded credit card was issued by a financial institution not affiliated
with The Kroger Co., on the behalf of the Kroger Personal Finance joint venture
(“KPF”).  As of January 30, 2010, Kroger
and the financial institution each had a 50% interest in KPF.  The financial institution owns the credit
card portfolio and controls the underlying credit policies.  KPF is responsible for marketing the branded
credit card.  The financial institution
is responsible for recording and reporting expenses and revenues associated
with the branded credit card.  Kroger
shares all revenues and expenses related to the credit card portfolio with the
financial institution by virtue of its ownership interest in KPF.

KPF is a variable interest entity of which we are
not the primary beneficiary.  As such, we
do not consolidate the entity and we account for the entity under the equity
method of accounting.  This entity is
immaterial to our financial statements and, therefore, we do not disclose
additional information regarding the credit card portfolio.

The disclosure related to our share of expected bad
debt expense from the credit card portfolio was disclosed in the Outlook
section.  Due to the credit crisis in
2007, several investors inquired about the Kroger exposure to bad debt
write-offs related to the branded credit card.
As a result, we disclosed our share of the expected bad debt expense
related to the branded credit card beginning with our Form 10-K for the year
ended February 2, 2008.  Since the
economy has not fully recovered, we have continued to disclose this amount in
Outlook.

Item 8.
Financial Statements and Supplementary Data, page 32

Consolidated Statements of Cash Flows, page 35

4.               We note that deferred income taxes included in adjustments to reconcile
net earnings to net cash provided by operation activities differ from amounts
disclosed in the income tax footnote on page 44.  Please show us how to reconcile these
disclosures.

Kroger Response

For the year ended January 30, 2010, the deferred
income taxes included in adjustments to reconcile net earnings to net cash
provided by operating activities is reconciled to the amounts disclosed in our
Form 10-K income tax footnote as follows:

  2009

  Balance beginning of the
  year

  Current deferred income
  taxes

  $

   361

  Long-term deferred taxes

  384

  745

  Balance end of year

  Current deferred income
  taxes

  341

  Long-term deferred taxes

  568

  909

  Change in total deferred
  income tax liabilities

  164

  Deferred income tax
  effect of items included in Other Comprehensive Income

  58

  Cash flow adjustment for
  deferred income taxes included in adjustments to reconcile net earnings to
  net cash provided by operating activities

  $

   222

Notes to Consolidated Financial Statements, page 37

13.  Benefit
Plans, page 57

5.               Please disclose how you calculate the market related value of plan assets
as that term is defined in ASC 715-30-20.
Since there is an alternative to how you can calculate this item, and it
has a direct effect on pension expense, we believe you should disclose how you
determine this amount in accordance with FASB ASC 235-10-50-3.

Kroger Response

In future filings we will revise our disclosure,
consistent with that shown below, to clarify how we calculate the market
related value of plan assets:

“The Company calculates its expected return on plan
assets by using market related value of plan assets.  The market related value of plan assets is
determined by adjusting the actual fair value of plan assets for unrecognized
gains or losses on plan assets.
Unrecognized gains or losses represent the difference between actual and
expected returns on plan investments for each plan year.  Unrecognized gains or losses on plan assets
are recognized evenly over a five year period.
Using a different method to calculate the market related value of plan
assets would provide a different expected return on plan assets.”

Note 18, Quarterly Data, page 72

6.               Please disclose gross profit or cost of revenues for each quarter.  Refer to Item 302(a)(1) of Regulation S-K and
Question 3 of SAB Topic 6.G.

Kroger Response

In future filings, we will begin disclosing our
quarterly unaudited data in the same format as our audited Consolidated
Statements of Operations, as shown below.

The two tables that follow reflect the unaudited
results of operations for 2009 and 2008.

  Quarter

  2009

  First

  (16 Weeks)

  Second

  (12 Weeks)

  Third

  (12 Weeks)

  Fourth

  (12 Weeks)

  Total Year

  (52 Weeks)

  Sales

  $

   22,789

  $

   17,728

  $

   17,662

  $

   18,554

  $

   76,733

  Merchandise costs, including advertising,
  warehousing, and transportation, excluding items shown separately below

  17,266

  13,646

  13,661

  14,385

  58,958

  Operating, general, and administrative

  4,026

  3,085

  3,138

  3,149

  13,398

  Rent

  200

  150

  152

  146

  648

  Depreciation and amortization

  453

  348

  356

  368

  1,525

  Goodwill impairment charge

  ¾

  ¾

  1,113

  ¾

  1,113

  Operating profit (loss)

  844

  499

  (758

  )

  506

  1,091

  Interest expense

  163

  115

  105

  119

  502

  Earnings (loss) before income tax expense

  681

  384

  (863

  )

  387

  589

  Income tax expense

  250

  133

  13

  136

  532

  Net earnings (loss) including noncontrolling
  interests

  431

  251

  (876

  )

  251

  57

  Net loss attributable to noncontrolling interests

  (4

  )

  (4

  )

  (1

  )

  (4

  )

  (13

  )

  Net earnings (loss) attributable to The Kroger Co.

  $

   435

  $

   255

  $

   (875

  )

  $

   255

  $

   70

  Net earnings (loss) attributable to The Kroger Co.
  per basic common share

  $

   0.67

  $

   0.39

  $

   (1.35

  )

  $

   0.39

  $

   0.11

  Average number of shares used in basic calculation

  648

  648

  646

  644

  647

  Net earnings (loss) attributable to The Kroger Co.
  per diluted common share

  $

   0.66

  $

   0.39

  $

   (1.35

  )

  $

   0.39

  $

   0.11

  Average number of shares used in diluted
  calculation

  651

  651

  646

  648

  650

  Dividends declared per common share

  $

   .09

  $

   .09

  $

   .095

  $

   .095

  $

   .37

Annual amounts may not sum due to rounding

  Quarter

  2008

  First

  (16 Weeks)

  Second

  (12 Weeks)

  Third

  (12 Weeks)

  Fourth

  (12 Weeks)

  Total Year

  (52 Weeks)

  Sales

  $

  23,137

  $

  18,088

  $

  17,615

  $

  17,308

  $

  76,148

  Merchandise costs, including advertising,
  warehousing, and transportation, excluding items shown separately below

  17,838

  14,060

  13,545

  13,101

  58,544

  Operating, general, and administrative

  3,890

  3,004

  3,104

  3,052

  13,050

  Rent

  207

  151

  152

  149

  659

  Depreciation and amortization

  433

  327

  335

  348

  1,443

  Operating profit

  769

  546

  479

  658

  2,452

  Interest expense

  152

  111

  106

  116

  485

  Earnings before income tax expense

  617

  435

  373

  542

  1,967

  Income tax expense

  227

  159

  136

  195

  717

  Net earnings including noncontrolling interests

  390

  276

  237

  347

  1,250

  Net earnings (loss) attributable to noncontrolling
  interests

  4

  (1

  )

  ¾

  (2

  )

  1

  Net earnings attributable to The Kroger Co.

  $

  386

  $

  277

  $

  237

  $

  349

  $

  1,249

  Net earnings attributable to The Kroger Co. per
  basic common share

  $

  0.58

  $

  0.42

  $

  0.36

  $

  0.54

  $

  1.91

  Average number of shares used in basic calculation

  657

  651

  649

  648

  652

  Net earnings attributable to The Kroger Co. per
  diluted common share

  $

  0.58

  $

  0.42

  $

  0.36

  $

  0.53

  $

  1.89

  Average number of shares used in diluted
  calculation

  663

  658

  655

  654

  658

  Dividends declared per common share

  $

  .09

  $

  .09

  $

  .09

  $

  .09

  $

  .36

Annual amounts may not sum due to rounding.

Item 15.
Exhibits, Financial Statement Schedules, page 7