SecProbe.io

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 March 10, 2025

Todd Foley
Senior Vice President and Interim Chief Financial Officer
The Kroger Co.
1014 Vine Street
Cincinnati, OH 45202

 Re: The Kroger Co.
 Form 10-K for the Fiscal Year Ended February 3, 2024
 File No. 001-00303
Dear Todd Foley:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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March 5, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, DC 20549

RE: The Kroger Co.

  Form 10-K for the Fiscal Year Ended February 3,
2024

  File No. 001-00303

Ladies and Gentlemen:

We submit this letter in response to the comments from the staff of
the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC” or the “Staff”). We received
the Staff’s letter dated February 25, 2025 with additional Staff comments (“Follow Up Comment Letter”), in connection
with our response dated February 11, 2025 to the Staff’s letter dated January 17, 2025, pertaining to The Kroger Co. (the
 “Company” or “we”) Form 10-K referenced below. The headings and numbered paragraphs of this letter correspond
to the headings and paragraph numbers contained in the Follow Up Comment Letter. For ease of review, the Staff’s comments are reproduced
below, followed by our responses.

Form 10-K for the Fiscal Year Ended February 3, 2024

Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Use of Non-GAAP Financial Measures, page 29

 1. We have reviewed your response and proposed disclosure to prior comment 1 noting it does not appear to address our comment. As “merchandise
costs, including advertising, warehousing, and transportation, excluding depreciation and amortization and rent expenses” is not
fully loaded, the “merchandising margin” and “merchandising margin, as a percentage of sales” you present do not
appear to be in accordance with U.S. GAAP. If you continue to present non-GAAP FIFO merchandising margin and FIFO merchandising margin,
as a percentage of sales, you are required to present with equal or greater prominence and reconcile from fully-loaded gross profit and
margin measures prepared in accordance with U.S. GAAP.

Refer to Items 10(e)(i)(A) and (B) of Regulation
S-K and Question 102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Kroger Response

The Company respectfully acknowledges the Staff’s comment and
advises the Staff that in future filings, the Company will present fully-loaded gross profit and gross margin measures prepared in accordance
with Generally Accepted Accounting Principles (“GAAP”) with equal or greater prominence compared to non-GAAP FIFO gross profit
and FIFO gross margin, as a percentage of sales. Further, the Company will reconcile non-GAAP FIFO gross profit and FIFO gross margin,
as a percentage of sales, to fully-loaded gross profit and margin measures prepared in accordance with GAAP to the extent these measures
are disclosed.

Liquidity and Capital Resources

Net cash provided by operating activities, page 42

 2. We note your response to prior comment 2. Please expand your proposed disclosure revisions to:

 · Disclose the reasons why you believe the presentation of “net earnings including noncontrolling interests, adjusted for non-cash
items” provides useful information to investors and additional purposes for which the management uses this non-GAAP measure. Refer
to Items 10(e)(1)(i)(C) and (D) of Regulation S-K.

 · Clarify the nature of the adjustment for “deferred income taxes” presented in your reconciliation. Please tell us why
this adjustment does not change the recognition and measurement principles required to be applied in accordance with U.S. GAAP. Refer
to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Kroger Response

The Company respectfully acknowledges the Staff’s comment and
advises the Staff that in future filings, the Company will not include the measure of “Net earnings including noncontrolling interests,
adjusted for non-cash items” within its disclosure.

We acknowledge that the company and its management are responsible
for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

If you have any questions or require any additional information regarding
this matter, please contact me at (513) 762-4851.

    Sincerely,

    /s/ Todd A. Foley

    Todd A. Foley

    Senior Vice President and Interim Chief Financial Officer

    cc:
    Ronald L. Sargent

    Christine S. Wheatley

    Brian W. Nichols

    Stacey M. Heiser

    Lee A. Cassiere

February 25, 2025
Todd Foley
Senior Vice President and Interim Chief Financial Officer
The Kroger Co.
1014 Vine Street
Cincinnati, OH 45202
Re:The Kroger Co.
Form 10-K for the Fiscal Year Ended February 3, 2024
Response dated February 11, 2025
File No. 001-00303
Dear Todd Foley:
            We have reviewed your February 11, 2025 response to our comment letter and have
the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our January
17, 2025 letter.
Form 10-K for the Fiscal Year Ended February 3, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Use of Non-GAAP Financial Measures, page 29
We have reviewed your response and proposed disclosure to prior comment 1 noting
it does not appear to address our comment. As “merchandise costs, including
advertising, warehousing, and transportation, excluding depreciation and amortization
and rent expenses” is not fully loaded, the "merchandising margin" and
"merchandising margin, as a percentage of sales" you present do not appear to be in
accordance with U.S. GAAP. If you continue to present non-GAAP FIFO
merchandising margin and FIFO merchandising margin, as a percentage of sales, you
are required to present with equal or greater prominence and reconcile from fully-
loaded gross profit and margin measures prepared in accordance with U.S. GAAP. 1.

February 25, 2025
Page 2
Refer to Items 10(e)(1)(i)(A) and (B) of Regulation S-K and Question 102.10(a) of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
Liquidity and Capital Resources
Net cash provided by operating activities, page 42
2.We note your response to prior comment 2. Please expand your proposed disclosure
revisions to:

•Disclose the reasons why you believe the presentation of “net earnings including
noncontrolling interests, adjusted for non-cash items” provides useful information
to investors and additional purposes for which the management uses this non-
GAAP measure. Refer to Items 10(e)(1)(i)(C) and (D) of Regulation S-K.
•Clarify the nature of the adjustment for “deferred income taxes” presented in your
reconciliation. Please tell us why this adjustment does not change the recognition
and measurement principles required to be applied in accordance with U.S.
GAAP. Refer to Question 100.04 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations.
            Please contact Suying Li at 202-551-3335 or Angela Lumley at 202-551-3398, if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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February 11, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, DC 20549

RE: The
                                            Kroger Co.

  Form 10-K for the Fiscal Year Ended February 3,
2024

  Item 2.02 Form 8-K dated December 5,
2024

  File No. 001-00303

Ladies and Gentlemen:

We submit this letter in response to the comments from the staff of
the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC” or the “Staff”), received
by letter dated January 17, 2025, pertaining to The Kroger Co. (the “Company” or “we”) Form 10-K and
Form 8-K referenced below. We requested an extension to provide our response and the Staff agreed to provide an extension until February 14,
2025. The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter.
For ease of review, the Staff’s comments are reproduced below, followed by our responses.

Form 10-K for the Fiscal Year Ended February 3, 2024

Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Use of Non-GAAP Financial Measures, page 29

 1. Please reconcile your FIFO gross profit, a non-GAAP financial measure, to its most directly comparable GAAP measure which is a fully-loaded
GAAP gross profit that must be presented even if one is not depicted on your statements of operations. As you present FIFO gross margin
on a percentage basis, please disclose your fully-loaded GAAP gross margin with equal or greater prominence wherever you disclose FIFO
gross margin. In this regard, your gross margin rate, as a percentage of sales, disclosed on page 34 does not appear to be calculated
based on the fully-loaded GAAP gross profit as it excludes depreciation and amortization. Refer to Item 10(e)(1)(i)(A) and (B) of
Regulation S-K and Question 102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Kroger Response

The Company respectfully acknowledges the Staff’s comment. We
separately present depreciation and amortization and rent expenses on our Consolidated Statements of Operations and do not allocate depreciation
and amortization and rent expenses to merchandise costs, as described within Note 1 of our Notes to Consolidated Financial Statements
 – Accounting Policies. As such, we do not present gross profit within our Consolidated Statements of Operations. We have
thoughtfully chosen this presentation as depreciation and amortization and rent expenses are managed by the Company separately from merchandise
costs. This presentation of our Consolidated Statements of Operations is acceptable for depreciation and amortization according to SAB
Topic 11:B. In addition, rent expense has been separately disclosed per Rule 5-03 of Regulation S-X due to its materiality.

We present and discuss gross profit in the manner we do because 1)
it is consistent with how we reflect our business in our internal financial statements, 2) it is consistent with how leadership and the
Chief Executive Officer operate and manage the business, and 3) it reflects how our profit is incorporated into our incentive plans. We
further believe the notes to our financial statements clearly present the costs we include in merchandise costs, as well as our classification
of depreciation and amortization and rent expenses.

In response to the Staff’s comment, in future filings, we will
utilize the term “merchandising margin” to discuss this margin, which is calculated directly from the face of our Consolidated
Statements of Operations using “Sales” and “Merchandise costs, including advertising, warehousing, and transportation,
excluding items shown separately below.” Per Item 10(e)(4) of Regulation S-K, presentation of ratios or statistical measures
that are calculated exclusively using financial measures calculated in accordance with Generally Accepted Accounting Principles (“GAAP”),
such as our calculation of merchandising margin, are not non-GAAP financial measures. Since we have concluded that merchandising margin
is not a non-GAAP measure (as defined by Item 10(e)(2) and Item 10(e)(4) of Regulation S-K), we believe Question 102.10(a) of
the Non-GAAP Financial Measures Compliance and Disclosure Interpretations is not applicable with respect to merchandising margin. We will
include a tabular calculation of our merchandising margin, as a percentage of sales, from the face of our Consolidated Statements of Operations
to ensure we clearly reconcile the statistical measure of merchandising margin for the users of our financial statements. Our merchandising
margin, as a percentage of sales, is a GAAP financial statement measure and will be shown with greater prominence than FIFO merchandising
margin, a non-GAAP financial measure. Additionally, we will reconcile FIFO merchandising margin to merchandising margin, the most directly
comparable GAAP measure, within this tabular calculation.

Additionally, to acknowledge diversity in practice around presentation
of depreciation and amortization and rent expenses and margins across our industry, we will clearly define merchandising margin in the
Results of Operations section of Management’s Discussion and Analysis of Financial Condition and Results of Operations. Our
proposed disclosure for the changes described above is presented below:

Merchandising Margin, LIFO and FIFO Merchandising Margin

We define merchandising margin as sales minus
merchandise costs, including advertising, warehousing, and transportation. Rent expense, depreciation and amortization expense, and interest
expense are not included in merchandising margin. Our merchandising margin amounts may not be comparable to those of other retailers since
some retailers include an allocation of depreciation and amortization and rent expenses in merchandise costs and others like us exclude
these expenses from merchandise costs and choose to separately present them within the Consolidated Statements of Operations. See Note
1 – Accounting Policies, for additional detail.

Merchandising margin and FIFO merchandising
margin are calculated as follows:

    Fiscal Year

    2023

    2022

    Sales

    $
               150,039

    $
               148,258

    Merchandise costs, including advertising, warehousing, and transportation, excluding
    depreciation and amortization and rent expenses

               116,675

               116,480

    Merchandising margin

                 33,364

                 31,778

    Merchandising margin, as a percentage of sales

                    22.24
       %

                    21.43
       %

    LIFO charge

                       113

                       626

    FIFO merchandising margin

    $
                 33,477

    $
                 32,404

    FIFO merchandising margin, as a percentage of sales

                    22.31
       %

                    21.86
       %

Our merchandising margin rates, as a percentage
of sales, were 22.24% in 2023 and 21.43% in 2022. This increase in rate was achieved while also investing in price to maintain a competitive
price position and deliver greater value for our customers. The increase in rate in 2023, compared to 2022, resulted primarily from a
decreased LIFO charge, an increase in our fuel merchandising margin, strong Our Brands performance, our ability to effectively manage
product cost through strong sourcing practices, lower transportation costs, as a percentage of sales, and the effect of our terminated
agreement with Express Scripts, partially offset by higher shrink, as a percentage of sales, and increased promotional price investment.

Our LIFO charge was $113 million in 2023 and
$626 million in 2022. The decrease in our LIFO charge was attributable to lower product cost inflation for 2023 compared to 2022.

Our FIFO merchandising margin rate, which excludes
the LIFO charge, was 22.31% in 2023, compared to 21.86% in 2022. Our fuel sales lower our FIFO merchandising margin rate due to the very
low FIFO merchandising margin rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel and
the Extra Week, our FIFO merchandising margin rate increased 18 basis points in 2023, compared to 2022. This increase in rate was achieved
while also investing in price to maintain a competitive price position and deliver greater value for our customers. This increase resulted
primarily from strong Our Brands performance, our ability to effectively manage product cost through strong sourcing practices, lower
transportation costs, as a percentage of sales, and the effect of our terminated agreement with Express Scripts, partially offset by increased
promotional price investment and higher shrink, as a percentage of sales.

Liquidity and Capital Resources

Net cash provided by operating activities, page 42

 2. Your disclosure of operating cash flow generated from “net earnings including noncontrolling interests, adjusted for non-cash
items,” appears to be a non-GAAP financial measure. Please remove this measure from your disclosure or provide the disclosure required
by Item 10(e) of Regulation S-K.

Kroger Response

The Company respectfully acknowledges the Staff’s comment, and
in future filings, we will supplement our existing disclosure with the following table to clarify the calculation of net earnings including
noncontrolling interests, adjusted for non-cash items, consistent with Item 10(e) of Regulation S-K:

Net cash provided by operating activities

The following table provides a reconciliation
of net earnings including noncontrolling interests, adjusted for non-cash items, and change in operating
assets and liabilities, including working capital, to net cash provided by operating activities for 2023 and 2022.

    Fiscal Year

    2023
    2022

    Net earnings including noncontrolling interests
     $ 2,169
     $ 2,249

    Adjustments to reconcile net earnings including noncontrolling

    interests to net cash provided by operating activities:

    Depreciation and amortization
      3,125
      2,965

    Asset impairment charges
      69
      68

    Goodwill and fixed asset impairment charges related to Vitacost.com
      -
      164

    Operating lease asset amortization
      625
      614

    LIFO charge
      113
      626

    Stock-based employee compensation
      172
      190

    Company-sponsored pension plans
      (9 )
      (26 )

    Deferred income taxes
      (155 )
      161

    Gain on the sale of assets
      (56 )
      (40 )

    (Gain) loss on investments
      (151 )
      728

    Other
      78
      (8 )

    Net earnings including noncontrolling interests, adjusted for non-cash items
      5,980
      7,691

    Change in operating assets and liabilities, including working capital:

    Store deposits in-transit
      (88 )
      (45 )

    Receivables
      14
      (222 )

    Inventories
      342
      (1,370 )

    Prepaid and other current assets
      72
      (36 )

    Trade accounts payable
      545
      3

    Accrued expenses
      (222 )
      (126 )

    Income taxes receivable and payable
      68
      (190 )

    Operating lease liabilities
      (695 )
      (622 )

    Other
      772
      (585 )

    Change in operating assets and liabilities, including working capital
      808
      (3,193 )

        Net cash provided by operating activities
     $ 6,788
     $ 4,498

Item 2.02 Form 8-K dated December 5, 2024

Exhibit 99.1

Third Quarter Financial Results, page 2

 3. You present the change in FIFO Gross Margin Rate in the financial results table and discuss the change in FIFO gross margin rate,
excluding fuel, in the narrative disclosure without disclosing and discussing the change of its most directly comparable GAAP measure.
Please revise to present GAAP gross margin with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Kroger Response

The Company respectfully acknowledges the Staff’s
comment. In accordance with the rationale discussed in our response to comment 1 above, we consider merchandising margin to be an appropriate
financial statement measure to satisfy the prominence rules under Item 10(e)(1)(i)(A) of Regulation S-K. In response to this
comment 3, in future filings, we will include a line item within our press release which includes our financial results that is filed
as Exhibit 99.1 to our Item 2.02 Form 8-K to show merchandising margin rate basis point fluctuation as shown below:

Third Quarter Financial Results

    3Q24 ($ in millions; except EPS)
    3Q23 ($ in millions; except EPS)

    ID Sales* (Table 4)
    2.3 %
    (0.6) %

    Earnings Per Share
    $ 0.84
    $ 0.88

    Adjusted EPS (Table 6)
    $ 0.98
    $ 0.95

    Operating Profit
    $ 828
    $ 912

    Adjusted FIFO Operating Profit (Table 7)
    $ 1,017
    $ 1,022

    Merchandising Margin Rate
    Increased 81 basis points

    FIFO Merchandising Margin Rate*
    Increased 51 basis points

    OG&A Rate*
    Increased 22 basis points

* Without fuel and adjustment items, if applicable.

We will also include a discussion of merchandising margin
rate change within our financial results release prior to discussion of FIFO merchandising margin rate, excluding fuel.

We acknowledge that the company and its management are responsible
for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

If you have any questions or require any additional information
regarding this matter, please contact me at (513) 762-4851.

    Sincerely,

    /s/ Todd A. Foley

    Todd A. Foley

    Senior Vice President and Interim Chief Financial Officer

 cc: W. Rodney McMullen

    Christine S. Wheatley

    Brian W. Nichols

    Stacey M. Heiser

    Lee A. Cassiere

CORRESP
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1014
Vine Street, Cincinnati, OH 45202

January 22, 2025

VIA Edgar

Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

    Attention:
    Suying Li and Angela Lumley

    Division of Corporation Finance

    Office of Trade & Services

    Re:
    The Kroger Co.

    Form 10-K for the Fiscal Year Ended February 3,
    2024

    Item 2.02 Form 8-K dated December 5,
    2024

    File No. 001-00303

Dear Ms. Li and Ms. Lumley:

I refer to your comment letter dated January 17,
2025 to Todd Foley of The Kroger Co. (the "Company") and my telephone call with Ms. Li on January 21, 2025 regarding
the due date for responding to your letter. The Company has requested an extension of the due date in order to have sufficient time for
compilation and review by the Company and its advisors of the responses to the Staff's comments.

The Company confirms that it intends to submit
its responses to the Staff's comments by February 14, 2025.

The Company appreciates your cooperation in extending the deadline
for its response.

Sincerely,

    /
    s / Stacey Heiser

    Stacey Heiser

    Senior Counsel

    cc:
    Todd Foley, Interim Chief Financial Officer

    The Kroger Co.

January 17, 2025
Todd Foley
Senior Vice President and Interim Chief Financial Officer
The Kroger Co.
1014 Vine Street
Cincinnati, OH 45202
Re:The Kroger Co.
Form 10-K for the Fiscal Year Ended February 3, 2024
Item 2.02 Form 8-K dated December 5, 2024
File No. 001-00303
Dear Todd Foley:
            We have reviewed your filings and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended February 3, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Use of Non-GAAP Financial Measures, page 29
1.Please reconcile your FIFO gross profit, a non-GAAP financial measure, to its most
directly comparable GAAP measure which is a fully-loaded GAAP gross profit that
must be presented even if one is not depicted on your statements of operations. As you
present FIFO gross margin on a percentage basis, please disclose your fully-loaded
GAAP gross margin with equal or greater prominence wherever you disclose FIFO
gross margin. In this regard, your gross margin rate, as a percentage of sales, disclosed
on page 34 does not appear to be calculated based on the fully-loaded GAAP gross
profit as it excludes depreciation and amortization. Refer to Item 10(e)(1)(i)(A) and
(B) of Regulation S-K and Question 102.10(a) of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations.

January 17, 2025
Page 2
Liquidity and Capital Resources
Net cash provided by operating activities, page 42
2.Your disclosure of operating cash flow generated from "net earnings including
noncontrolling interests, adjusted for non-cash items," appears to be a non-GAAP
financial measure. Please remove this measure from your disclosure or provide the
disclosure required by Item 10(e) of Regulation S-K.
Item 2.02 Form 8-K dated December 5, 2024
Exhibit 99.1
Third Quarter Financial Results, page 2
3.You present the change in FIFO Gross Margin Rate in the financial results table and
discuss the change in FIFO gross margin rate, excluding fuel, in the narrative
disclosure without disclosing and discussing the change of its most directly
comparable GAAP measure. Please revise to present GAAP gross margin with equal
or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Suying Li at 202-551-3335 or Angela Lumley at 202-551-3398 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
May 18, 2022
Jesse A. Lynn, Esq.
Vice President
Barberry Corp.
c/o Icahn Enterprises L.P.
16690 Collins Avenue, Suite PH-1
Sunny Isles Beach, FL 33160
Re:The Kroger Co.
Preliminary Proxy Statement on Schedule 14A filed May 9, 2022
Filed by Barberry Corp., Carl C. Icahn, Alexis C. Fox and Margarita Paláu-
Hernández
File No. 001-00303
Dear Mr. Lynn:
            We have reviewed your filing and have the following comment.
            Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed May 9, 2022
Reasons for Our Solicitation, page 5
1.Please provide support for the following statements or revise as appropriate to ensure that
a reasonable basis exists for such claims:

•"we believe that Kroger’s...Board...has not fulfilled its duty to shareholders to protect
their interests with respect to the Company’s mistreatment of its employees and its
hollow commitment to...ESG practices."
•"Kroger’s Board and management team should live up to this commitment by
addressing the unacceptably low wages of the Company’s frontline workers..."
•"While Kroger profited from extremely high margins during the COVID-
19 pandemic, the Company failed to fulfill its “Hero Bonus” promise made to its
front-line workers."

In responding to this comment, please note the disclosure on pages 6 and 53 of the

 FirstName LastNameJesse A. Lynn, Esq.
 Comapany NameBarberry Corp.
 May 18, 2022 Page 2
 FirstName LastName
Jesse A. Lynn, Esq.
Barberry Corp.
May 18, 2022
Page 2
Company's definitive proxy statement filed on May 2, 2022 that "[i]n 2021, [Kroger]
invested more than ever before in our associates by continuing to raise our average hourly
wage to $17 and our average hourly rate to over $22, inclusive of industry leading benefits
such as continuing education and tuition reimbursement, training and development, health
and wellness."  It is our understanding that Kroger has invested an incremental $1.2
billion in associate compensation and benefits since 2018 and invested $140 million in
associate training and development in 2021.  It is also our understanding that (i) on March
31, 2020, the Company announced that it would provide all hourly frontline grocery,
supply chain, manufacturing, pharmacy and call center associates with a Hero Bonus - a
$2 premium above their standard base rate of pay, applied to hours worked March 29
through April 18, (ii) on April 16, 2020, the Company extended the $2 per hour premium
for hourly frontline associates through May 2, 2020 and (iii) on May 15, 2020, the
Company announced that the Hero Bonuses were paid in April through mid-May, with a
final payment to be made by May 23, 2020.  Refer to Kroger press releases found on its
website dated March 31, April 16 and May 15, 2020.  Finally, with respect to the
reference to "extremely high margins" in the last bullet point above, it is our
understanding that the Company's profit margins over the last two years have been
consistent with pre-pandemic margins, with an overall gross profit margin rate 0.06%
lower than in 2019.

            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

Mail Stop 3561
November 9, 2016

W. Rodney McMullen
Chairman of the Board and Chief Executive Officer
The Kroger Co.
1014 Vine Street
Cincinnati, Ohio 45202

Re: The Kroger Co.
 Form 10-K for Fiscal Year Ended January 30, 2016
Filed March 29, 2016
File No. 1 -303

Dear Mr. McMullen:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Branch Chief
Office of Consumer Products

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November 4, 2016

VIA EDGAR CORRESPONDENCE

William H. Thompson

Branch Chief

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, 2016, filed March 29, 2016, and

Form 8-K, filed June 16, 2016

File No. 1-303

Dear Mr. Thompson:

We submit this letter in response to the follow up comments from the Staff of the Division of Corporation Finance of the SEC, received by letter dated October 26, 2016, pertaining to the referenced Forms 10-K and 8-K.  The Staff’s comments are reproduced below, followed by our responses.

Form 10-K for Fiscal Year Ended January 30, 2016

Notes to Consolidated Financial Statements

Note 1, Accounting Policies

Segments, page 46

1.  We have reviewed your response to comment 1 as well as the additional information regarding your operating divisions provided supplementally on October 19, 2016. You indicate in your correspondence that operating divisions are organized around geographical areas. However, it appears C-Stores represent a separate operating division and, according to the Kroger fact book, C-Stores span 18 states. Likewise, it appears Fred Meyer Jewelers represents a separate operating division from the Fred Meyer stores operating division; yet Fred Meyer Jewelers tend to be housed within Fred Meyer store locations as well as shopping malls. It appears further elaboration in your proposed disclosures regarding the basis of organization of operating divisions/segments may be warranted. Please advise.

Kroger Response

We respectfully advise the Staff that our operating divisions are primarily organized around geographical areas, and on a limited basis, by store format.  We do not believe the limited instances of operating divisions organized by store format are material for disclosure.  C-Stores and Fred Meyer Jewelers are organized by store format and comprise approximately 3.9% and 0.3%, respectively, of our 2015 consolidated sales balance.  We have evaluated our disclosures in light of the Staff’s comment and the requirements of ASC 280-10-50-21.a.  In future Form 10-K filings, we will identify the basis of organization of our operating divisions, providing additional disclosure comparable to the following:

“Our operating divisions are organized primarily on a geographical basis so that the operating division management team can be responsive to local needs of the retail operating division and can execute company strategic plans and initiatives throughout the locations in their retail operating division. This geographical separation is the primary differentiation between these retail operating divisions.”

2.  Please upload to EDGAR a copy of the tabular information regarding your operating divisions that you provided supplementally on October 19, 2016.

Kroger Response

We have included the tabular information regarding our operating divisions, which we provided supplementally on October 19, 2016, below and will upload to EDGAR via this response letter.

Operating Divisions

Banner

Operating Division President
   Reports to Executive Vice President

Executive Vice President

Role

Atlanta

Kroger

No(1)

Central

Kroger, Owen’s, Pay Less Super Markets

No(1)

Cincinnati

Kroger

No(1)

Columbus

Kroger

No(1)

C-Stores

Kwik Shop, Loaf ‘N Jug, Quik Stop, Tom Thumb, Turkey   Hill Minit Markets

Yes

J. Michael Scholtman

Executive Vice President & Chief Financial   Officer

Dallas

Kroger

Yes

Frederick J. Morganthall   II

Executive Vice President of Retail Operations

Delta

Kroger

No(1)

Dillon’s

Dillon’s Food Stores, Gerbes Super Markets, Baker’s

No(1)

Food-4-Less

Food 4 Less, Foods Co.

Yes

Frederick J. Morganthall   II

Executive Vice President of Retail Operations

Fred Meyer

Fred Meyer

No(1)

Fred Meyer Jewelers

Fred Meyer Jewelers

Yes

J. Michael Scholtman

Executive Vice President & Chief Financial   Officer

Fry’s

Fry’s Food & Drug

No(1)

Harris Teeter

Harris Teeter

Yes

Frederick J. Morganthall   II

Executive Vice President of Retail Operations

Houston

Kroger

Yes

Frederick J. Morganthall   II

Executive Vice President of Retail Operations

Jay-C

Jay C, Ruler Foods

No(2)

King Soopers

King Soopers, City Market

No(1)

Louisville

Kroger

No(1)

Michigan

Kroger

No(1)

Mid-Atlantic

Kroger

No(1)

Nashville

Kroger

No(1)

Quality Food Center

QFC

No(1)

Ralphs

Ralphs

No(1)

Roundy’s

Mariano’s, Pick ‘n Save, Copps, Metro Market

Yes

Frederick J. Morganthall   II

Executive Vice President of Retail Operations

Smith’s

Smith’s, Price Rite

No(1)

(1) - These divisions report to one of two Senior Vice Presidents. These Senior Vice Presidents report to Frederick J. Morganthall II (Executive Vice President of Retail Operations).

(2) - This division reports to a Vice President. The Vice President reports to W. Rodney McMullen (Chairman of the Board and Chief Executive Officer).

2

We acknowledge that:

·        the company is responsible for the adequacy and accuracy of the disclosure 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.

If you have any questions or require any additional information regarding this matter, please contact me at (513) 762-4851.

Sincerely,

/s/   Michael J. Schlotman

cc:        Robyn Manuel, Staff Accountant

W. Rodney McMullen

Christine S. Wheatley

M. Elizabeth Van Oflen

Dennis H. Hackett

Stacey M. Heiser

3

Mail Stop 3561
October 2 6, 2016

W. Rodney McMullen
Chairman of the Board and Chief Executive Officer
The Kroger Co.
1014 Vine Street
Cincinnati, Ohio 45202

Re: The Kroger Co.
 Form 10-K for Fiscal Year Ended January 30, 2016
 Response Dated October 4, 2016
File No. 1 -00303

Dear Mr. McMullen:

We have reviewed  your October 4, 2016  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to com ments in our September
7, 2016  letter .

Notes to Consolidat ed Financial Statements

Note  1. Accounting Policies

Segments, page 46

1. We have reviewed your response to comment 1 as well as the additiona l information
regarding your operating divisions provided supplementally on October 19, 2016.  You
indicate in your correspondence that operating divisions are organized around
geographical areas.  However, it appears C -Stores represent a separate operatin g division
and, according to the Kroger fact book, C -Stores span 18 states.   Likewise, it appears
Fred Meyer Jewelers represents a separate operating division from the Fred Meyer stores
operating division ; yet Fred Meyer Jewelers tend to be housed within Fred Meyer store
locations  as well as shopping malls .  It appears further elaboration  in your proposed

W. Rodney McMullen
The Kroger Co.
October 2 6, 2016
Page 2

 disclosures regarding the basis of organization of operating divisions/segments may be
warranted.  Please advise.

2. Please upload to EDGAR a copy of the tabular information regarding your operating
divisions that you provided suppl ementally on October 19, 2016.

You may contact Robyn Manuel, Staff Accountant, at 202 -551-3823 or Donna Di Silvio,
Staff Accountant, at 202 -551-3202 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at 202 -551-3344 with any other questions.

Sincerely,

 /s/ William H. Thompson

 William H. Thompson
Branch Chief
Office of Consumer Products

CORRESP
1
filename1.htm

October 4, 2016

William H. Thompson

Branch Chief

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, 2016, filed March 29, 2016, and

Form 8-K, filed June 16, 2016

File No. 1-303

Dear Mr. Thompson:

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 September 7, 2016, pertaining to the referenced Forms 10-K and 8-K.  The staff’s comments are reproduced below, followed by our responses.

Form 10-K for Fiscal Year Ended January 30, 2016

Notes to Consolidated Financial Statements

Note 1, Accounting Policies

Segments, page 46

1.  We note that you have aggregated all of your operating divisions into a single reportable segment, which you refer to as your retail operations. Please tell us the basis of organization of your operating divisions; for example, whether management has chosen to organize the entity around differences in products and services, store type or format or geographic areas. Please also tell us how you have complied with the requirement in ASC 280-10-50-21.a. to disclose this information.

Kroger Response

We respectfully advise the Staff that our operating divisions are organized around geographical areas.  We have evaluated our disclosures in light of the Staff’s comment and the requirements of ASC 280-10-50-21.a.  In future Form 10-K filings, we will identify the basis of organization of our operating divisions, providing additional disclosure comparable to the following:

“Our operating divisions are organized on a geographical basis so that the operating division management team can be responsive to local needs of the retail operating division and can execute company strategic plans and initiatives throughout the locations in their retail operating division. This geographical separation is the primary differentiation between these retail operating divisions.”

2.  We note you have identified your Chief Executive Officer (CEO) as the chief operating decision maker (CODM). This appears to be a change from the prior year, when you identified the Chief Executive Officer, together with the Chief Operating Officer, as CODM. Please tell us the reasons for the change in your determination of the CODM. We also note there is no longer a named executive officer with the title of Chief Operating Officer, but there is now a new named executive officer title called Executive Vice President (EVP) of Retail Operations. Please describe and compare and contrast the historical role of the Chief Operating Officer and the current role of the EVP of Retail Operations.

Kroger Response

In our Form 10-K for the Fiscal Year Ended January 30, 2016, we identified our CEO as the CODM due to the retirement of our President and Chief Operating Officer (COO) on June 29, 2015.  Following the retirement, the combined role of President and COO was not continued, which resulted in our CEO having sole responsibility for all functions across the Company, which includes allocating resources to and assessing the performance of our retail operations. The former President and COO had significant responsibilities associated with allocating resources to and assessing the performance of our retail operations, which included decision making authority over the retail operations, merchandising, procurement, marketing, manufacturing, corporate brands, supply chain and risk management functions.  The EVP of Retail Operations is responsible for day-to-day supermarket retail operations.  The responsibility for day-to-day supermarket retail operations does not include responsibility for allocating resources to our operating divisions or decision making authority over certain functions integral to our business operations, such as merchandising, real estate, procurement, supply chain, capital allocation, marketing, manufacturing and risk management.

3.  Please tell us the role of the CODM, or CEO in this case, and tell us the title and describe the role of each of the individuals who report to the CODM. If the EVP of retail operations does not report to the CODM, tell us the title and role of the person the EVP of Retail Operations reports to in the organization. Also identify and describe the role of each of your operating division managers.

Kroger Response

The CEO is ultimately responsible for all functions across the Company, which includes allocating resources to and assessing the performance of our operating divisions.  The individuals directly reporting to the CEO, and a brief description of their primary responsibilities are included below:

Alessandro Tosolini, Senior Vice President, New Business Development

Responsible for strategic new business development initiatives

Christine S. Wheatley, Group Vice President (GVP), Secretary, & General Counsel

Responsible for legal and regulatory matters

Christopher T. Hjelm, EVP & Chief Information Officer

Responsible for technology & research and development strategies, customer support centers and corporate travel

Dennis H. Hackett, Vice President, Audit

Responsible for internal audit function and corporate information security

Frederick J. Morganthall II, EVP, Retail Operations

Responsible for day-to-day supermarket retail operations

Gary Millerchip, Vice President, Kroger Personal Finance CEO & Strategy Integration Lead

Responsible for Kroger branded credit cards, gift cards, money services, wireless telecommunication, ATMs and leading the integration of Kroger’s corporate strategic initiatives

Jessica Adelman, GVP, Corporate Affairs

Responsible for government affairs, communications and social responsibility

J. Michael Schlotman, EVP & Chief Financial Officer

Responsible for the finance function, capital management, real estate, engineering, data integrity and risk management

2

Michael J. Donnelly, EVP of Merchandising

Responsible for merchandising, procurement, marketing, manufacturing, corporate brands and supply chain

Timothy A. Massa, GVP, Human Resources

Responsible for human resources, talent development and labor relations

Aside from the EVPs, the CEO’s direct reports are primarily responsible for strategic and administrative functions, and not our retail operations.  We do not consider any of the EVPs to be a CODM due to the compartmentalization of their operational responsibilities, which requires the EVPs to defer to our CEO for ultimate decision making authority.  Previously, many of the EVPs’ duties were consolidated under our President and COO’s role, which created a higher level of decision making authority for that role, and ultimately resulted in the Company designating both the COO and CEO as CODMs.

We employ operating division managers, which are each titled Division President.  These divisions are allocated resources by our CODM, and the Division Presidents are responsible for the following duties within their operating division:

·                  Lead and direct the division to exceed customer expectations for ease of shopping, service, variety, freshness, cleanliness, food safety, and regulatory conditions,

·                  Providing strategic leadership by establishing long-range goals, strategies, developing sales and profit goals to ensure growth and fiscal stability of the operating divisions,

·                  Developing collaborative solutions to business challenges throughout the enterprise,

·                  Serving as a strategic partner with corporate leadership to create a distinct competitive advantage to enhance the Company position as a leader in the retail grocery industry,

·                  Overseeing and driving accountability for the Customer 1st Strategy, including implementing initiatives and action plans,

·                  Champion and lead change to improve efficiencies that will help position the Company as the leader in the retail grocery industry, and

·                  Role model and demonstrate the Company’s core values of respect, honesty, integrity, diversity, inclusion and safety of others.

3

Form 8-K Filed June 16, 2016

4.  Please tell us how you have complied with the guidance in Item 10(e)(1)(i)(A) and (B) of Regulation S-K with respect to your disclosure of FIFO gross margin and how you have complied with the guidance in Item 10(e)(1)(i)(A) with respect to your disclosure of non-GAAP return on invested capital. This comment also applies to your Form 10-Q Filed June 28, 2016.

Kroger Response

FIFO Gross Margin

After consideration of how we disclosed FIFO gross margin in our Form 8-K filed June 16, 2016, as contemplated by Item 10(e)(1)(i)(A) and (B) of Regulation S-K, in future Form 8-K filings, our disclosures will only state GAAP gross margin or initially state the GAAP gross margin prior to the FIFO gross margin.  In future 8-K filings, we will also include a reference to the Consolidated Statements of Operations, where the definition of FIFO gross margin is provided and the LIFO charge is separately disclosed in the footnotes to the Consolidated Statements of Operations, such that the reconciliation of FIFO gross margin to GAAP gross margin is readily determinable by the reader.

Our Form 10-Q filed June 28, 2016 initially discusses GAAP gross margin, then defines FIFO gross margin as GAAP gross margin less the LIFO charge and explains our rationale that FIFO gross margin is a useful metric for management, investors and analysts.  We believe this disclosure, as contemplated in light of Item 10(e)(1)(i)(A) and (B) of Regulation S-K, satisfies the prominence requirements and makes reconciliation of the GAAP and non-GAAP metrics readily determinable by the reader.

Return on Invested Capital (ROIC)

After consideration of how we disclosed ROIC in our Form 8-K filed June 16, 2016, as contemplated by Item 10(e)(1)(i)(A) and (B) of Regulation S-K, in future Form 8-K filings, our disclosures of ROIC within the earnings release text will be accompanied by a specific reference to the accompanying ROIC calculation table.  ROIC is not a measure of financial performance under GAAP.  We believe a reference to our tabular calculation, which includes the reconciliation of both the most directly comparable GAAP numerator and denominator to the non-GAAP numerator and denominator, is a clear presentation which a reader could use to readily determine a return metric based on GAAP measures.

Our Form 10-Q filed June 28, 2016 shows the ROIC calculation in a singular section, which includes a tabular calculation of both the most directly comparable GAAP numerator and denominator to the non-GAAP numerator and denominator, which we believe is a clear presentation a reader could use to readily determine a return metric based on GAAP measures.

4

We acknowledge that:

·  the company is responsible for the adequacy and accuracy of the disclosure 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.

If you have any questions or require any additional information regarding this matter, please contact me at (513) 762-4851.

Sincerely,

/s/ Michael J. Schlotman

cc:

Robyn Manuel, Staff Accountant

W. Rodney McMullen

Christine S. Wheatley

M. Elizabeth Van Oflen

Dennis H. Hackett

Stacey M. Heiser

5

Mail Stop 3561
September 7, 2016

W. Rodney McMullen
Chairman of the Board and Chief Executive Officer
The Kroger Co.
1014 Vine Street
Cincinnati, Ohio 45202

Re: The Kroger Co.
 Form 10-K for Fiscal Year Ended January 30, 2016
Filed March 29 , 2016
Form 8 -K Filed June 16, 2016
File No. 1 -00303

Dear Mr. McMullen :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended January 30, 2016

Notes to Consolidat ed Fi nancial Statements

Note  1. Accounting Policies

Segments, page 46

1. We note that you have aggregated all of your operating divisions into a single reportable
segment, which you refer to as your retail operations.  Please tell us the basis of
organization of your operating divisions; for example, whether management has chos en
to organize the entity around differences in products and services, store type or format or
geographic areas.   Please also tell us how you have complied  with the requi rement in
ASC 280 -10-50-21.a. to disclose this information.

W. Rodney McMullen
The Kroger Co.
September 7 , 2016
Page 2

 2. We note you have iden tified your Chief Executive Officer (CEO) as the chief operating
decision maker (CODM).  This appears to be a change from the prior year, when you
identified the Chief Executive Officer, together with the Chief Operating Officer, as
CODM.  Please tell us t he reasons for the change in your determination of the CODM.
We also note there is no longer a named executive officer with the title of Chief
Operating Officer, but there is now a new named executive officer  title called  Executive
Vice President (EVP) of  Retail Operations.  Please describe and compare and contrast the
historical role of the Chief Operating Officer and the current role of the EVP of Retail
Operations.

3. Please tell us the role of the CODM, or CEO in this case, and  tell us the title and d escribe
the role of each of the individuals who report to the CODM.  If the EVP of retail
operations does not report to the CODM, tell us the title and role of the person the EVP
of Retail Operations reports to in the organization.  Also identify and descr ibe the role of
each of your operating division managers.

Form 8 -K Filed June 16, 2016
4. Please tell us how you have complied with the guidance in Item 10(e)(1)(i)(A) and (B) of
Regulation S -K with respect to your disclosure of  FIFO gross margin and how you have
complied with the guidance in Item 10(e)(1)(i)(A) with respect to your disclosure of non -
GAAP return on invested capital.   This comment also applies to your Form 10 -Q Filed
June 28, 2016.
We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in po ssession 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 provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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.

W. Rodney McMullen
The Kroger Co.
September 7 , 2016
Page 3

You may contact Robyn Manuel, Staff Accountant , at 202-551-3823  or Donna Di Silvio,
Staff Accountant, at 202 -551-3202 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at 202 -551-3344 with any  other  questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Branch Chi ef
Office of Consumer Products

July 18, 2013
Via E -mail
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 February 2, 2013
Filed April 2, 2013
Definitive Proxy Statement filed on Schedule 14A
Filed May 14, 2013
File No. 001 -00303

Dear Mr. Dillon :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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 l aws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Dietrich A. King for

  Mara L. Ransom
Assistant Director

CORRESP
1
filename1.htm

THE KROGER CO.

·

LAW DEPARTMENT

·

1014 VINE STREET

·

CINCINNATI, OHIO 45202-1100

PAUL W.   HELDMAN

TELEFAX   NUMBER

PATRICIA T. ASH

EXECUTIVE   VICE PRESIDENT,

513-698-1850

PAUL W. PARMELE

SECRETARY   AND

STEPHANIE GEPHARDT

GENERAL   COUNSEL

WRITER’S DIRECT DIAL NUMBER

JENNIFER K. GOTHARD

513-762-1482

RICK J. LANDRUM

BRUCE M.   GACK

STACEY HEISER

VICE   PRESIDENT AND

KELLY L. REBLIN

ASSISTANT   GENERAL COUNSEL

JEFF VANWAY

ERICA S. PONTIUS

MARTHA   CUTRIGHT SARRA

HILARY VOLLMER

VICE   PRESIDENT AND

BEAU C. SEFTON

CHIEF   ETHICS AND

FRANCES   A. TUCKER

COMPLIANCE   OFFICER

NATHAN   H. BROWN

BRYN T. LORENTZ

CHRISTINE   S. WHEATLEY

MICHAEL MAJBA

VICE   PRESIDENT AND

DAVID R. OWENS

SENIOR   COUNSEL

SARA   H. SUDKAMP

J. PHILLIPS   PUGH, INVESTIGATOR

DOROTHY D. ROBERTS, PARALEGAL

ERIK B. LUTSON, PARALEGAL

MARGARET E. WAGNER, PARALEGAL

VENESSA C. GRIBBLE, PARALEGAL

CYNTHIA A. LUKEN, PARALEGAL

STEPHANIE S. MORRIS, PARALEGAL

RENEE R. CIPRIANI, PARALEGAL

June 28, 2013

Mara L. Ransom

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 February 2, 2013

Filed April 2, 2013

Definitive Proxy Statement on Schedule 14A

Filed May 14, 2013

File No. 001-00303

Dear Ms. Ransom:

We submit this letter in response to the comment from the staff of the Division of Corporation Finance of the SEC, received by letter dated June 20, 2013, pertaining to the referenced Form 10-K and definitive proxy statement.  The staff’s comment is reproduced below, followed by our response.

Definitive Proxy Statement filed on Schedule 14A

Performance —Based Annual Cash Bonus, page 22

1.                    We note that you have omitted from the tables on pages 23 and 26 your Strategic Plan targets and the actual results “as they are competitively sensitive.” We note a similar omission for your Associate Engagement component of your long-term performance based plan. Please disclose the specific targets and the actual results related to the Strategic Plan and Associate Engagement or provide us with your analysis as to why it is appropriate to omit this information pursuant to Instruction 4 to Item 402(b) of Regulation S-K. If disclosure of this information would cause competitive harm, please discuss how difficult it will be for the executive or how likely it will be for the registrant to achieve the various targets. For additional guidance, please see Question 118.04 of our Compliance and Disclosure Interpretation on Regulation S-K available on our website at www.sec.gov.

Kroger Response

Kroger’s strategic plan is sometimes referred to as its Customer 1st strategy, and its associate engagement measures are part of a business strategy often referred to as Associate 1st.  Kroger refers the staff to its letter dated December 11, 2008, in response to the staff’s comment letter dated October 16, 2008 (the “2008 Letter”), and its letter dated July 15, 2010, in response to the staff’s comment letter dated June 21, 2010 (the “2010 Letter”), both pertaining to the same subject matter.  Kroger’s response to the 2010 Letter referred the staff to its earlier response to the 2008 Letter.  Kroger sought confidential treatment for its response to the 2008 Letter, and received from the staff a closure letter dated January 8, 2009, for the 2008 Letter.  Kroger received from the staff a closure letter dated August 4, 2010 for the 2010 Letter.  Continued confidential treatment of these performance metrics and the manner in which a payout is calculated is warranted as they remain confidential commercial and financial information that, if disclosed, could be used by competitors in a manner that would cause substantial competitive harm to Kroger.

As we have discussed in our CD&A, at page 26, achievement of the components of the plans becomes exceedingly more difficult each year due to the compounded nature of required improvement.  For example, for its long-term performance based plan for which payout was earned for the period of 2010-2012, Kroger saw no improvement in its strategic plan, resulting in no payout for that metric, and Kroger saw 3 units of improvement in its associate engagement, resulting in a payout of 6% for that metric.

We acknowledge that:

·  the company is responsible for the adequacy and accuracy of the disclosure 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 filings; 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.

If you have any questions or require any additional information regarding this matter, please contact me at 513-762-1482.

Sincerely,

/s/ Bruce M. Gack

Bruce M. Gack

cc:                                Scott Anderegg, Staff Attorney

Catherine Brown, Staff Attorney

D. Dillon

D. Hackett

P. Heldman

R. McMullen

M. Schlotman

C. Wheatley

June 20, 2013
Via E -mail
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 February 2, 2013
Filed April 2, 2013
Definitive Proxy Statement filed on Schedule 14A
Filed May 14, 2013
File No. 001 -00303

Dear Mr. Dillon :

We have reviewed your filing an d have the following comment .  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our  comment appl ies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have  additional comments.

Definitive Proxy Statement filed on Schedule 14A

Performance –Based Annual Cash Bonus, page 22

1. We note that you have omitted from the tables on pages 23 and 26 your Strategic Plan
targets and the actual results “as they a re competitively sensitive.”  We note a similar
omission for your Associate Engagement component of your long -term performance
based plan.  Please disclose the specific targets and the actual results related to the
Strategic Plan and Associate Engagement o r provide us with your analysis as to why it is
appropriate to omit this information pursuant to Instruction 4 to Item 402(b) of
Regulation S -K.  If disclosure of this information would cause competitive harm, please
discuss how difficult it will be for th e executive or how likely it will be for the registrant
to achieve the various targets.  For additional guidance, please see Question 118.04 of our
Compliance and Disclosure Interpretation on Regulation S -K available on our website at
www.sec.gov.

David B. Dillon
The Kroger Co.
June 20, 2013
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and i ts 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 provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 Scott Anderegg, Staff Attorney, at (202) 551 -3342, Catherine Brown ,
Staff Attorney, at (202) 551 -3513  or me at (202) 551 -3720 with any questions.

Sincerely,

 /s/ Catherine T. Brown for

  Mara L. Ransom
Assistant Director

September 7 , 2012

Via E-mail
David B. Dillion
Chairman of the Board and Chief Executive  Officer
The Kroger Co.
1014 Vine Street
Cincinnati, OH  45202

Re: The Kroger Co.
 Form 10 -K for Fiscal Year Ended January 28 , 2012
Filed March 27, 2012
 File No. 1-303

Dear Mr. Dillion :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 a nd all applicable rules require.

       Sincerely,

       /s/ William H. Thompson

        William H. Thompson
        Accounting Branch Chief

CORRESP
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THE KROGER CO.

1014 VINE STREET   ·   CINCINNATI, OHIO  45202-1100

J. Michael Schlotman

513-762-4851

Senior Vice President and

FAX 513-762-1203

Chief   Financial Officer

August 31, 2012

William H. Thompson

Accounting Branch Chief

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 28, 2012, filed March 27, 2012

File No. 1-303

Dear Mr. Thompson:

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 August 8, 2012, pertaining to the referenced Form 10-K.  The staff’s comments are reproduced below, followed by our responses.

Item 7.  Managements Discussion and Analysis of Financial Condition and Results of Operations, page 11

Results of Operations, page 12

Net Earnings, page 12

1.         We note that you characterize the one-time charges excluded from adjusted net earnings and adjusted net earnings per diluted share as non-recurring.  Please note that adjusting a non-GAAP performance measure to eliminate or smooth items identified as non-recurring, infrequent or unusual when the nature of the charge or gain is such that it is reasonably likely to recur within two years or there was a similar charge or gain within the prior two years is prohibited by Item 10(e)(1)(ii)(B) of Regulation S-K.  Please revise your description of the charges in the third paragraph in future filings to comply with the prohibition in Item 10(e)(1)(ii)(B) of Regulation S-K or otherwise advise.  Please also revise your disclosure in future filings to disclose that adjusted earnings and adjusted earnings per share are non-GAAP financial measures.  In addition, if material, please disclose the additional purposes, if any, for which management uses the non-GAAP financial measures.

Kroger Response

Under circumstances in which the nature of a charge or gain is such that it is reasonably likely to recur within two years or where there is a similar charge or gain within the prior two years, we will refrain from describing same as “non-recurring,” consistent with Item 10(e)(1)(ii)(B) of Regulation S-K.  In future filings, to the extent we include

disclosure of the non-GAAP financial measure adjusted net earnings (and adjusted net earnings per diluted share), our description of the charges in the third paragraph, on page 12, under Net Earnings, will be consistent with the following:

“Management believes adjusted net earnings (and adjusted net earnings per diluted share) are useful metrics to investors and analysts because the charges referenced above in net earnings and net earnings per diluted share are not directly related to our day-to-day business.  Adjusted net earnings (and adjusted net earnings per diluted share) are non-GAAP financial measures and should not be considered alternatives to net earnings (and net earnings per diluted share) or any other GAAP measure of performance.  Adjusted net earnings (and adjusted net earnings per diluted share) should not be reviewed in isolation or considered substitutes for our financial results as reported in accordance with GAAP.  Management uses adjusted earnings (and adjusted net earnings per diluted share) as it believes these measures are more meaningful indicators of operating performance since, as adjusted, those earnings relate more directly to our day-to-day operations.  Management also uses adjusted earnings (and adjusted net earnings per diluted share) as a performance metric for management incentive programs, and to measure our progress against internal budgets and targets.”

Item 8.  Financial Statements and Supplementary Data, page 34

Consolidated Statement of Changes in Shareowners’ Equity, page 38

2.         Please tell us your consideration of disclosing the accumulated balances for each component of other comprehensive income.  Please refer to ASC 220-10-45-14.

Kroger Response

We disclosed our major components of accumulated other comprehensive loss in our “Notes to Consolidated Financial Statements.”  Our major components of accumulated comprehensive loss are from Company sponsored benefit plans and cash flow forward-starting interest rate swaps.  Our accumulated other comprehensive loss related to Company sponsored benefit plans, as disclosed in Note 13 to the Consolidated Financial Statements, was $1.3 billion on a pre-tax basis.  Our accumulated other comprehensive loss related to cash flow forward-starting interest rate swaps, as disclosed in Note 6 to the Consolidated Financial Statements, was $26 million (net of tax).  After consideration of ASC 220-10-45-14, in future filings of our Form 10-K we will disclose each of our components of accumulated comprehensive income or loss net of tax either in a table or narratively in Note 1 to the Consolidated Financial Statements.

Notes to Financial Statements, page 39

Inventories, page 39

3.        Please tell us the nature of the cost elements capitalized in inventories.  In addition, please tell us your consideration of disclosing the cost elements included in inventories.  Refer to paragraph 6(b) of Rule 5-02 of Regulation S-X.

Kroger Response

The Company’s inventory primarily consists of finished goods.  As of January 28, 2012, actual purchase costs net of vendor allowances and cash discounts represented substantially all the amount recorded as inventory.  The amount not related to actual purchase costs net of vendor allowances and cash discounts is not material to the Company’s Consolidated Financial Statements.  In future filings of our Form 10-K we will make disclosure comparable to the following in the second paragraph to Note 1 to the Consolidated Financial Statements under Inventories:

“The item-cost method of accounting to determine inventory cost before the LIFO adjustment is followed for substantially all store inventories at the Company’s supermarket divisions.  This method involves counting each item in inventory, assigning costs to each of these items based on the actual purchase costs (net of vendor allowances and cash discounts) of each item and recording the cost of items sold.  The item-cost method of accounting allows for more accurate reporting of periodic inventory balances and enables management to more precisely manage inventory when compared to the retail method of accounting.  In addition, substantially all of the Company’s inventory consists of finished goods and is recorded at actual purchase costs (net of vendor allowances and cash discounts).”

10.  Stock Option Plans, page 54

4.         We note your disclosure in footnote (1) on page 75 and in your definitive proxy statement that you have granted performance units that are earned only to the extent performance objectives are achieved.  However, it appears that you have not disclosed the terms of the performance unit awards or provided the disclosures required by ASC 718.  Please advise.

Kroger Response

Kroger refers the staff to Exhibit 10.18 to the Annual Report on Form 10-K, which exhibit sets forth the metrics and other terms and conditions of the performance unit awards.  The payout percentages for each of the metrics are set forth at page 26 of Kroger’s definitive proxy statement, in the third paragraph under the heading “Equity.”   The specific hurdles for the Customer 1st Tracker and Associate Survey associate engagement results have not been disclosed.  Kroger refers the staff to its letter dated December 11, 2008, in response to the staff’s comment letter dated October 16, 2008, pertaining to the same subject matter.  Kroger sought confidential treatment for that response, and received a closure letter dated January 8, 2009, from the staff.  Continued confidential treatment of these performance metrics and the manner in which a payout is calculated is warranted as they constitute confidential commercial and financial information that, if disclosed, could be used by competitors in a manner that would cause substantial competitive harm to Kroger.  Further, the expense related to these performance units was approximately $1.3 million and $0.4 million in fiscal years 2011 and 2010, respectively, making them immaterial to Kroger’s Consolidated Financial Statements.

We acknowledge that:

·  the company is responsible for the adequacy and accuracy of the disclosure 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.

If you have any questions or require any additional information regarding this matter, please contact me at (513) 762-4851.

Sincerely,

/s/ J. Michael Schlotman

cc:  Yolanda Guobadia, Staff Accountant

David B. Dillon

Paul Heldman

M. Elizabeth Van Oflen

Dennis H. Hackett

Bruce M. Gack

Christine S. Wheatley

CORRESP
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THE KROGER CO.

1014 VINE STREET   ·   CINCINNATI, OHIO  45202-1100

M.   Elizabeth Van Oflen

513-762-4389

Vice   President and

FAX 513-762-4606

    Corporate   Controller

August 14, 2012

VIA EDGAR CORRESPONDENCE

William H. Thompson

Accounting Branch Chief

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 28, 2012, filed March 27, 2012

File No. 1-303

Dear Mr. Thompson:

This letter acknowledges our receipt of your comment letter dated August 8, 2012, and confirms our discussion with Ms. Guobadia regarding an extension.  As agreed, Kroger will respond to your comment letter no later than September 6, 2012.

Sincerely,

/s/ M. Elizabeth Van Oflen

cc:   Yolanda Guobadia, Staff Accountant

David B. Dillon

Paul Heldman

J. Michael Schlotman

Dennis H. Hackett

Bruce M. Gack

Christine S. Wheatley

May 26, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of  1934 and all applicable rules require.

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

CORRESP
1
filename1.htm

THE KROGER CO.

1014 VINE STREET   ·   CINCINNATI, OHIO  45202-1100

J. Michael Schlotman

513-762-4851

Senior Vice President and

FAX  513-762-1203

Chief   Financial Officer

May 13, 2011

CONFIDENTIAL TREATMENT REQUESTED BY THE KROGER CO.

KR2011001

VIA EDGAR CORRESPONDENCE

William H. Thompson

Accounting Branch Chief

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   29, 2011, filed March 29, 2011

File No. 1-303

Dear Mr. Thompson:

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 April 27, 2011, pertaining to the referenced Form 10-K.  The staff’s comments are reproduced below, followed by our responses.

Pursuant to 17 C.F.R. § 200.83, Kroger is requesting confidential treatment for the text below under the various headings “Kroger Response.”  Kroger requests that these portions, as indicated by [***], be maintained in confidence, not be made part of any public record, and not be disclosed to any persona as it contains confidential information, disclosure of which would cause Kroger competitive harm.  In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information Act or otherwise, Kroger respectfully requests that we be notified immediately so that we may further substantiate this request for confidential treatment.  Please address any notification of a request for access to such documents to Paul Heldman, Executive Vice President, Secretary, and General Counsel, at the address shown above.

Consolidated Financial Statements, page 33

Consolidated Balance Sheets, page 33

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

CONFIDENTIAL TREATMENT REQUESTED BY THE KROGER CO.

KR2011002

Kroger Response

Our analysis of other current and long-term liabilities for fiscal years ended January 29, 2011 and January 30, 2010 is as follows:

[***REDACTED***]

As of January 29, 2011, in order to require separate disclosure pursuant to Rule 5-02 of Regulation S-X, a current or long-term liability item would have had to exceed approximately $403 million and $910 million, respectively.  As of January 30, 2010, in order to require separate disclosure pursuant to Rule 5-02 of Regulation S-X, a current or long-term liability item would have had to exceed approximately $386 million and $909 million, respectively.  As of these dates, Kroger had no current or long-term liability items that exceeded these thresholds.  All other current and long-term liabilities in excess of five percent of total current liabilities and total liabilities, respectively, have been disclosed for fiscal years ended January 29, 2011 and January 30, 2010.

2

CONFIDENTIAL TREATMENT REQUESTED BY THE KROGER CO.

KR2011003

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 the United States, and that these retail operations are reported as a single reportable segment.  Please tell us (i) the operating segments you have identified in accordance with ASC 280-10-50-1 through 50-9, (ii) the factors used to identify reportable segments, and (iii) the basis 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 retail activities into one reportable segment complies with the aggregation criteria.

Kroger Response

Our retail business, which represents over 98% of Kroger’s consolidated sales and EBITDA, includes retail food and drug stores (supermarkets), convenience stores (c-stores) and jewelry stores.  Under the guidelines set forth in ASC 280-10-50-1 through 50-9, we have identified 20 operating segments, which we refer to as “operating divisions,” within our business.  Our supermarkets include 18 geographically dispersed operating divisions, under a variety of banners, including Kroger, King Soopers, Dillon’s and Fred Meyer.  In addition, our c-stores and our jewelry stores each constitute an individual operating division.

Each of our operating divisions is engaged in business activities from which it earns revenues and incurs expenses.   Each has discrete financial information available.  The operating results of these operating divisions are reviewed regularly by our Chief Executive Officer and Chief Operating Officer, who act as our Chief Operating Decision Makers (CODMs). These results are reviewed based on the aggregation of stores in each geographic area, not based on the aggregation of stores by format type.

Our operating divisions operate across 45 states, and are organized on a geographical basis so that each operating division executive team can be responsive to local needs of the division and can execute company strategic plans and initiatives throughout the stores in its division.

We strive to manage our divisions to consistent performance over time, not running each operating division as a silo, but together as a cohesive network.  Strategic guidance, sales planning, merchandising, marketing, procurement, operations and support for other administrative functions are managed centrally.

ASC 280-10-50-11 provides that two or more operating segments may be aggregated into a single operating segment if aggregation is consistent with the objective and basic principles of the rule, the segments have similar economic characteristics, and the segments are similar in all of the following areas:

a.               the nature of the products and services;

b.              the nature of the production processes;

c.               the type or class of customer for their products and services;

d.              the methods used to distribute their products or provide their services; and

e.               if applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities.

3

CONFIDENTIAL TREATMENT REQUESTED BY THE KROGER CO.

KR2011004

As we discuss below, our operating divisions are similar in all of these areas and have similar economic characteristics as well.

Each of our operating divisions offers similar products to consumers and the nature of the production process is similar.  While we typically use a variety of store formats in each of the supermarket operating divisions (such as combination stores, multi-department stores, marketplace stores and fresh fares), each supermarket operating division sells a similar mix of products.  All of our supermarkets offer a broad selection of grocery items and offerings of produce, meat, and general merchandise/health and beauty departments.  There are some differences in product offerings at different store locations primarily due to store size and demographics of the store location, but these differences are not significant in relation to the entire product mix offered.  For example, smaller stores, due to size limitations, often may not have pharmacies or may have a smaller offering of general merchandise.  In addition, size of the store can also affect the breadth or depth of product offerings in a store.  The mix of products offered will also vary based on the customer buying habits and demographics of each store.  For example, more ethnic products will be carried in stores that serve a diverse customer base, and more value banner products may be carried in stores with a higher than average number of customers who have shopping habits identified as “price sensitive.”  However, we believe these differences are insubstantial compared to the similarities between product offerings at each supermarket operating division.  Although the “nature of the production process” in subparagraph (b) of ASC 280-10-50-11 does not apply to how we develop the product mix at our stores, the strategic guidance, sales planning, merchandising, marketing, procurement, operations and administrative functions supporting product mix is managed centrally, and thus these functions are substantially the same across our operating divisions.

[***REDACTED***]

Each of the operating divisions serves similar customers, and operates in the same regulatory environment.  Each operating division serves a broad cross-section of the population (economically and demographically). Similar types of customers purchase our products across all of our divisions.  A particular type or class of customer does not shop in our stores in search of one specific type of product or service.  Our customers typically shop across a variety of products and services from multiple departments within our stores each time they shop.  In addition, all of our retail locations operate in the United States, and are subject to substantially similar regulatory issues.  There is no significant or unusual regulatory environment in one division as compared to another that affects the sale of our products.

Each of our operating divisions purchases and distributes its products in a similar fashion.  Most of the products sold by our operating divisions are purchased from third party consumer product companies, and distributed either to our distribution centers, or directly to our stores.  Each operating division distributes like products broadly to all of our locations in a similar manner.  In fact, these operating divisions at times receive consumer merchandise from the same distribution centers.

4

CONFIDENTIAL TREATMENT REQUESTED BY THE KROGER CO.

KR2011005

Similar Economic Characteristics.

The economic similarities between our operating divisions are evidenced by our approach to managing our retail business as a whole.  We manage and review all of our operating divisions together, as a single “portfolio.”  The key metrics that the CODMs review regularly include ID sales trends (without fuel) and EBITDA results (without fuel).  Although fuel is an important product offering of our supermarket and c-store businesses, the key metrics that are reviewed by our CODMs typically exclude fuel sales and costs.  Frequent fluctuations in the retail price of fuel create significant variations in fuel sales trends.  As such, it is more meaningful for our CODMs to review identical sales trends without the effect of fuel sales.  Similarly, our retail fuel sales reduce our EBITDA rates as a percent of sales due to the very low EBITDA rates on retail fuel sales as compared to non-fuel sales.  We currently disclose the sales and margin effects of fuel in Management’s Discussion and Analysis in our periodic filings.

With these considerations in mind, the CODMs evaluate the following metrics when assessing performance of and allocating resources to our operating divisions:

[***REDACTED***]

In planning and executing our strategy, we strive for parity in results across our markets.  However, the economic, competitive and labor environments across all of our markets do not always result in exact parity.  An important part of how we manage our business is to understand the trends in these and many other areas that affect our business and influence our results so that we can balance our results to be consistent over time.

We not only seek parity in results, but also in execution of our Customer 1st Strategy.  Many of our strategic initiatives are “broad appeal” in nature.  As such, we typically introduce price or other customer-focused initiatives across all of our supermarket operating divisions.  However, the effects on ID sales without fuel and EBITDA margins are not always the same in each of those operating divisions.  So, though we launch the same program

5

CONFIDENTIAL TREATMENT REQUESTED BY THE KROGER CO.

KR2011006

across all of our divisions, and achieve consistency in execution across all of our stores, this does not always result in identical financial metrics.

This “portfolio” management view of our operating divisions by our CODMs is an important way that they leverage the assets of our Company (including geographical, customer, and location diversity) to achieve overall results.  We use the same core product offerings across all of our stores, along with consistent execution of strategic plans, to drive total company results.  Economic, competitive, labor and other considerations are built into individual division expectations when results are forecasted to vary from overall expectations,  typically through the budgeting process.

Nearly half of our jewelry store locations are located inside one of the stores included in a supermarket operating division.  Where our Loyalty Marketing group identifies the demographics and buying habits of customers at a particular store location as a good fit, and size permits, that location is considered for an in-store jewelry store. In addition, just like any other in-store department, customer purchases at all jewelry store locations earn points that can be redeemed for discounts on fuel purchases at one of the Company’s supermarkets or c-stores that sell fuel.

We have included the jewelry stores in the same operating segment as our other retail businesses because (i) there are many operational similarities between jewelry and other aspects of our retail business; (ii) due to their relative size, we do not believe inclusion of these amounts distorts the results of the overall reportable segment; and (iii) due to their relative size, we do not believe that showing the jewelry stores in an “other” reportable segment is meaningful to investors.  [***REDACTED***]

All of our operating divisions have similar economic characteristics.  As such, we believe that aggregation of our operating divisions into a single operating segment is appropriate under the guidelines previously discussed.  None of our operating divisions meet the quantitative thresholds for separate reporting under ASC 280-10-50-12, and thus we have concluded we have one reportable segment.

We do believe, however, that investors may benefit from a more detailed explanation of the factors used to identify our operating divisions, including the basis of organization.  In future Form 10-K filings, we will add comparable disclosure to our segment footnote, as follows:

“The Company’s domestic retail operations, which represent over 98% of the Company’s consolidated sales and EBITDA, are its only reportable segment.  The Company’s  retail operating divisions have been aggregated into one reportable segment due to the operating divisions having similar economic characteristics with similar long-term financial performance.  In addition, the Company’s operating divisions offer to its customers similar products, have similar distribution methods, operate in similar regulatory environments, purchase the majority of their merchandise for retail sale from similar (and in many cases identical) vendors on a coordinated basis from a centralized location, serve similar types of customers, and are allocated capital from a centralized location.  The Company’s operating divisions reflect the manner in which the business is managed and how the Company’s Chief Executive Officer and Chief Operating Officer, who act as our Chief Operating Decision Makers, assess performance internally.

Please also see our response to comment 3 below for additional disclosure to be made with respect to product sales information.

3.  

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

August 4, 2010

David B. Dillon  The Kroger Co.  1014 Vine Street Cincinnati, Ohio 45202

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
Form 10-Q for the Fiscal Quarter Ended May 22, 2010
Filed June 28, 2010
File No. 001-00303

Dear Mr. Dillon:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,
    H. Christopher Owings
Assistant Director

CORRESP
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filename1.htm

   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

CORRESP
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filename1.htm

.

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

June 28, 2010

H. Christopher Owings

Assistant Director

Division of Corporation Finance

U. S. Securities and Exchange Commission

Washington, DC
20549

  RE:

  The Kroger Co.

  File No. 001-00303

Dear Mr. Owings:

I write on behalf of David B. Dillon, Kroger’s
Chairman and Chief Executive Officer, to acknowledge receipt of your comment
letter dated June 21, 2010.  We will
re-file this week as an exhibit to our Form 10-Q a complete copy of the
Five Year Credit Agreement as referenced in comment 7 of your letter and will
provide a complete response to your letter no later than July 20, 2010.

Should you wish to discuss this in the meantime,
please do not hesitate to contact me.

  Sincerely,

  /s/ Bruce M. Gack

  Bruce M. Gack

  cc:

  Robert W.
  Errett, Esq.

  Brigitte Lippmann, Esq.

  David B. Dillon

  J. Michael Schlotman

June 21, 2010
 David B. Dillon  The Kroger Co.  1014 Vine Street Cincinnati, Ohio 45202

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. Dillon:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  You should comply with the comments  in all future filings, as applicable.  Please
confirm in writing that you will do so, and also explain to us in sufficient detail for an
understanding of the disclosure  how you intend to comply by providing us with your proposed
revisions
 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.

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

Item 7. Management’s Discussion and An alysis of Financial Condition…page 11

Results of Operations, page 12

1. We note that you do not provide a discussion and an alysis of changes in sales for each year
presented.  We also note that you do not quantif y the impact of a number of factors that
contributed to the change in total sales for th e 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 mo st recent year since it appears that a decline

David B. Dillon  The Kroger Co.
June 21, 2010 Page 2

in retail fuel prices would not have the effect  of increasing total sale s.  In addition, it would
be useful to investors to unde rstand (a) the effect of cha nges in transaction counts and
average sale per shopping trip in  your analysis of identical su permarket sales, excluding fuel,
(b) the reasons for changes in the retail price of fuel, and (c) the effect of the change in retail
square footage.  Further, since you include bot h identical and comparable supermarket sales
in your discussion, please discuss both of thes e 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 investor s.  Please refer to Item 303(a)(3) of Regulation
S-K and Section III.B.4 of SEC Release No. 34-48960.
 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 anti cipated requirements for working capital, capital
expenditures, interest payments and scheduled pr incipal payments for the foreseeable future.
Please provide a discussion of prospective information regard ing 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 Financ ial Reporting polices.
In addition, please provide a disc ussion of short-term liquidity and capital resources that
cover cash needs for up to 12 months in the fu ture.  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.
 Outlook, page 26

 3. We note your disclosure regard ing expected bad debt expens e 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 an alysis and/or the notes to consolidated
financial statements.

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 fr om amounts disclosed in the income tax
footnote on page 44.  Please show us how to reconcile these disclosures.

David B. Dillon  The Kroger Co.
June 21, 2010 Page 3

Notes to Consolidated Financial Statements, page 37

13.  Benefit Plans, page 57

5. Please disclose how you calculate the market rela ted 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 expe nse, we believe you should disclose how you
determine this amount in accordan ce with FASB ASC 235-10-50-3.
 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.
 Item 15. Exhibits, Financial Statement Schedules, page 78

 7. It appears that you have not pr ovided all of the schedules and/ or exhibits to Exhibit 10.11 –
Five Year Credit Agreement dated as of November 15, 2006, such as Exhibit D – Administrative Questionnaire and Exhibit E –Guarantee Agreement.  Please re-file the
complete credit agreement, including all sche dules and exhibits with  your next periodic
report.
 Definitive Proxy Statement on Schedule 14A

 Information Concerning the Bo ard of Directors, page 15

 Committees of the Board, page 15

 8. We note that you consider racial, ethnic, and ge nder diversity when ev aluating candidates to
serve on your board of directors.  Please de scribe how you implemen t this policy and how
you assess the effectiveness of your policy.  Plea se refer to Item 407(c)(2)(vi) of Regulation
S-K.

Compensation Policies as they Relate to Risk Management, page 43
 9. We note your disclosure in response to Item 402( s) of Regulation S-K.  Please describe the
policy you undertook to reach the conclusion that disclosure was not necessary.
 Performance-Based Long-Term Cash Bonus, page 26

 10. We note that under the 2008 plan participants receive a 1% payout based on improvement in
associate engagement measures.  Please describe  in greater detail the “associate engagement
measures” and what improvement is required in  order for participants to receive the 1%
payout.

David B. Dillon  The Kroger Co.  June 21, 2010 Page 4

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in these filings to be certain that the filings include all information required under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filings;

‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filings; 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our  comments on your filings.

 You may contact Jason Niethamer, Assist ant Chief Accountant at (202) 551-3855 or in
his absence William Thompson, Accounting Bran ch Chief, at (202) 551-3344 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Robert W. Errett, Staff Attorn ey, at (202) 551-3225, or Brigitt e Lippmann, Special Counsel, at
(202) 551-3713 or me at (202) 551- 3720 with any other questions.

       S i n c e r e l y ,                 H. Christopher Owings        A s s i s t a n t  D i r e c t o r

Mail Stop 3561

 January 8, 2009

Via U.S. Mail and facsimile to (513) 762-1400

Paul W. Heldman
Executive Vice President, Secr etary and General Counsel
The Kroger Co.
1014 Vine Street
Cincinnati, Ohio  45202

Re: The Kroger Co.
 Form 10-K for Fiscal Year Ended February 2, 2008
Filed April 1, 2008
Definitive Proxy Statement on Schedule 14A
Filed May 15, 2008
 File No. 001-00303

Dear Mr. Heldman:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

Sincerely,

       H. Christopher Owings
Assistant Director

CORRESP
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THE KROGER CO.

1014 VINE STREET   •
CINCINNATI, OHIO  45202-1100

  PAUL W. HELDMAN

  EXECUTIVE VICE PRESIDENT,

  SECRETARY AND

  GENERAL COUNSEL

  513-762-4421

  FAX
  513-762-4935

  FAX 513-762-4554

December 11, 2008

VIA
EDGAR CORRESPONDENCE

H.
Christopher Owings

Assistant
Director

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

  Re:

  The
  Kroger Co.

  Form 10-K
  for Fiscal Year Ended February 2, 2008, filed April 1, 2008

  Definitive
  Proxy Statement on Schedule 14A, filed May 15, 2008,

  File
  No. 001-00303

Dear
Mr. Owings:

The
Kroger Co. submits this letter in response to the follow up comments from the
Staff of the Division of Corporation Finance of the SEC, received by letter
dated October 16, 2008 relating to the above referenced definitive proxy
statement.  Set forth below are the Staff’s
comments followed by our responses.

Definitive
Proxy on Schedule 14A

Compensation
Discussion and Analysis, page 15

1.               We note your
response to comment 3 in our letter dated July 31, 2008.  As requested in our initial letter, please
provide us with your intended disclosure for future filings that discusses the
key considerations of individual performance.

Company
Response:

Our compensation programs are not structured and do
not operate in a manner that would typically allow the Company to isolate or
identify the specific weighting given to an element of individual performance
or the effect of that assessment on a specific element of compensation.  In addition, as disclosed in

the proxy statement, assessments of individual
performance are only one factor taken into account in the subjective process of
determining salary, with factors such as tenure, internal pay equity and peer
group compensation also being evaluated.
Accordingly, we will revise the disclosures on pages 18 and 21 to
more clearly state that the Committee’s assessment of individual performance
for purposes of setting salary and equity awards involves subjective
qualitative assessments, and that the CEO’s individual performance assessments
that affect his recommendations to the Committee likewise are subjective.  We expect this disclosure would read
substantially as follows, assuming that the Committee does not change this
aspect of its processes:

In
establishing NEO salary compensation, the Compensation Committee, in the case
of the CEO, and the CEO, in the case of the other NEOs, subjectively
determines, without the use of performance targets, individual performance in
the following areas:

·  leadership;

·  contribution to officer group;

·  achievement of established
objectives, to the extent applicable;

·  decision-making abilities;

·  performance of the areas or
groups directly reporting to the officer;

·  increased responsibilities;

·  strategic thinking; and

·  furtherance of Kroger’s core
values.

When a specific factor (such as achievement of
a specific goal or performance of a group reporting to the executive) can be
identified as having had a material effect on those decisions, we will also
disclose that factor and its effect on compensation.  The Committee and CEO did not identify any
specific individual performance elements as material considerations for
compensation reported in our 2008 proxy statement, and have not identified any
such factors with respect to compensation decisions made to date for 2009
compensation, and therefore we are not in a position to provide sample
disclosure.

2.               We note your
response to comment 4 in our letter dated July 31, 2008.  Please describe the types of qualitative
factors the compensation committee considers.
Please provide us on a supplemental basis a detailed analysis regarding
how disclosure of each of the metrics would cause you competitive harm.  For example, please describe in detail which
portions of bonuses are tied to the Customer 1st plan.  Also describe how precise performance of the
company against specific measures of the Customer 1st plan could “guide
competitors to their own strategies to target these areas to the detriment of”
you and your shareholders.

Company
Response:

The
compensation committee’s discretion to take into account qualitative factors in
determining final bonus compensation was
discussed on page 19 of the 2008 proxy statement.  Its discretion to adjust bonuses downward is
not subject to a limitation on the types of qualitative factors that can be
taken into account.  As also disclosed on
page 19 of the 2008 proxy statement, the committee also retains discretion
to adjust targets under the bonus program in cases of unusual or
extraordinary circumstances.  For
example, in setting the annual cash bonus payout for 2007, and as disclosed at page 19
of the proxy statement, the Committee and the board considered the effect of
labor unrest at a Kentucky distribution center and adjusted the bonus payout to
exclude that effect.  The Committee and
the board concluded that to do otherwise would create a financial disincentive
to taking action that management believes is in the best interests of the
Company and its shareholders.  The Committee
and the board may consider other factors, in their discretion, that could
result in bonus payouts that differ from those based solely on quantitative
factors.  To the extent that any 2008
bonus payouts are adjusted as a result of qualitative factors, the Company will
disclose that fact and the qualitative factors considered.

The analysis that you have requested regarding metrics
has been omitted from this letter and is being furnished separately to the
Staff on a supplemental basis with confidential treatment requested pursuant to
17 C.F.R. § 200.83 for certain portions thereof.

The Company acknowledges:

·                  The
Company is responsible for the adequacy and accuracy of the disclosure 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.

If
you should have any questions or require any further information regarding this
matter, please contact the undersigned at

513-762-4421.

Sincerely,

/s/
Paul Heldman

  cc:

  Ronald
  E. Alper, Staff Attorney

  Ellie
  Bavaria, Special Counsel

  David
  B. Dillon

  J.
  Michael Schlotman

  M.
  Elizabeth Van Oflen

  Bruce
  M. Gack

  Christine
  S. Wheatley

CORRESP
1
filename1.htm

THE
KROGER CO.

1014
VINE STREET   •   CINCINNATI, OHIO  45202-1100

  PAUL W. HELDMAN

  EXECUTIVE VICE PRESIDENT,

  513-762-4421

  SECRETARY AND

  FAX 513-762-4935

  GENERAL COUNSEL

  FAX 513-762-4554

December 11, 2008

CONFIDENTIAL TREATMENT REQUESTED BY THE KROGER CO.

KR2008001

VIA EDGAR CORRESPONDENCE

H. Christopher Owings

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:                            The
Kroger Co.

Form 10-K for Fiscal Year Ended February 2, 2008, filed April 1,
2008

Definitive Proxy Statement on Schedule 14A, filed May 15, 2008,

File No. 001-00303

Dear Mr. Owings:

The Kroger Co. submits this supplemental letter in response to the
follow up comments from the Staff of the Division of Corporation Finance of the
SEC, received by letter dated October 16, 2008 relating to the above
referenced definitive proxy statement.
Set forth below is the Staff’s comment followed by our response.

Pursuant to 17 C.F.R. § 200.83, Kroger is
requesting confidential treatment for the text below under the heading “Response.”   Kroger requests that this portion, as
indicated by [***], be maintained in confidence, not be made part of any public
record and not be disclosed to any person as it contains confidential
information, disclosure of which would cause Kroger competitive harm.  In the event that the Staff receives a
request for access to the confidential portion herein, whether pursuant to the
Freedom of Information Act (“FOIA”) or otherwise, Kroger respectfully requests
that we be notified immediately so that we may further substantiate this
request for confidential treatment.
Please address any notification of a request for access to such
documents to the undersigned.

CONFIDENTIAL TREATMENT REQUESTED BY THE KROGER CO.

KR2008002

Definitive Proxy on Schedule 14A

Compensation Discussion and Analysis, page 15

2.              We note your
response to comment 4 in our letter dated July 31, 2008.  Please describe the types of qualitative
factors the compensation committee considers.
Please provide us on a supplemental basis a detailed analysis regarding
how disclosure of each of the metrics would cause you competitive harm.  For example, please describe in detail which
portions of bonuses are tied to the Customer 1st plan.  Also describe how precise performance of the
company against specific measures of the Customer 1st plan could “guide competitors to their own
strategies to target these areas to the detriment of” you and your
shareholders.

Company Response:

The analysis that you have requested
regarding the types of qualitative factors the compensation
committee considers is being furnished
separately to the Staff.

The performance metrics used by Kroger in its
annual bonus plan for its NEOs consist of EBITDA, identical sales, Kroger’s
strategic plan called Customer 1st and performance of new capital projects as
measured against budget.  The performance
metrics used by Kroger in its long-term bonus plan for its NEOs for the four
year period 2008 through 2011 consist of Customer 1st,
an associate satisfaction and focus on values metric called Associate 1st, and reduction of total operating costs as a percentage of sales,
excluding fuel.

Kroger operates in a highly competitive
industry.  Kroger’s performance targets
related to Customer 1st, Associate 1st, and capital projects, more particularly discussed below, are used by
Kroger for internal operating and compensation purposes.  These performance metrics constitute
confidential commercial and financial information.  Moreover, if disclosed, competitors could use
the information in a manner that would cause substantial competitive harm to
Kroger.  Thus, for the reasons discussed
in more detail below, we respectfully submit to the Staff that Kroger’s
non-disclosure of these specific metrics is appropriate given the competitive
harm that Kroger would experience as a result of such disclosure.

Courts
have held that information may be considered confidential “if disclosure of
[such] information is likely to ... cause substantial harm to the competitive
position of the person from whom the information was obtained.” National Parks and Conservation Association v. Morton, 498
F.2d 765, 770 (D.C. Cir. 1974). Another test is whether the information is of
the type that would not customarily be released to the public by the person
from whom it was obtained.  Sterling

CONFIDENTIAL TREATMENT REQUESTED BY THE KROGER CO.

KR2008003

Drug, Inc.
v. Federal Trade Commission, 450 F.2d 698, 709 (D.C. Cir. 1971); Board of Trade of Chicago v. Commodity Futures Trading Commission,
627 F.2d 392, 404 (D.C. Cir. 1980).  The
types of information that courts have held are within the scope of the
exemption are broad and include, without limitation: information regarding the
method of pricing and cost increases; contractual pricing provisions; sales and
profit data; and business sales statistics, such as total net sales, total
costs and expenses, operating costs, gross sales and renegotiable sales.  Burke Energy Corp. v.
Department of Energy for the United States of America, 583 F. Supp.
507, 511 (D. Kan. 1984) (cites omitted).
Even information required to be disclosed by the Commission’s
regulations, such as compensation targets, can be deemed confidential.  The Division of Corporation Finance has itself
noted in Staff Legal Bulletin No. 1 that “[s]ometimes disclosure of
information required by the regulations can adversely affect a company’s
business and financial condition because of the competitive harm that could
result from the disclosure.”  Confidential Treatment Requests, Division of Corporation
Finance Staff Legal Bulletin No. 1A, Fed. Sec. L. Rep. (CCH) ¶60,001 (February 28,
1997 (Addendum Included: July 11, 2001)).

Annual Bonus

Kroger’s annual bonus for its NEOs is based on Kroger’s performance in
four areas; EBITDA (30% of bonus), identical sales (30% of bonus),  Kroger’s strategic plan, called Customer 1st
(30% of bonus), and performance of new capital projects as measured against
budget (10% of bonus).

The EBITDA and identical sales targets are tied directly to Kroger’s
business plan.  We do not publicly
disclose the targets, and publicly disclose identical sales results on an
after-the-fact basis when reporting financial results.  While we believe that disclosure of these
targets could assist our competitors in determining crucial pieces of our
business plan, in future filings we will disclose those targets retrospectively
for the compensation being reported.  For
example, in the proxy materials that will be filed in 2009, reporting compensation
for fiscal year 2008, we will include within the CD&A the EBITDA and sales
targets for the annual bonus for 2008.

[***REDACTED***]

CONFIDENTIAL TREATMENT REQUESTED BY THE KROGER CO.

KR2008004

[***REDACTED ***]

Ten percent of annual bonus is based on the performance, against
budget, of our capital projects that have been opened, acquired, expanded, or
substantially remodeled during the prior two years.  Half of this component is based on

CONFIDENTIAL TREATMENT REQUESTED BY THE KROGER CO.

KR2008005

budgeted sales and the other half is based on budgeted EBITDA.  The sales and EBITDA budgets for each of our
capital projects, which would provide returns in excess of our hurdle rate of
return, is a closely guarded trade secret.
Requiring us to disclose this information, combined with actual
performance against these budgets, would require us to give critical operating
information, by project, to our competitors.
This information is highly confidential and would give our competitors
an unfair advantage if we were required to disclose it.  For example, information regarding
performance of our projects against budgets would signal competitors about
where to open new stores and where to invest capital in existing facilities.  Furthermore, developers and other vendors who
compete to furnish goods and services related to construction and other aspects
of our capital projects would be able to use this confidential information when
bidding on projects and in other ways that could be to the detriment of Kroger
and its shareholders, potentially resulting in higher costs of our projects.

Long-Term Bonus

Beginning with its 2008 program (for the four year period 2008 through
2011), Kroger’s long-term bonus for its NEOs is based on Kroger’s performance
in three areas; Kroger’s strategic plan, called Customer 1st (33 1/3% of bonus), associate satisfaction and
focus on values, called Associate 1st (33 1/3% of bonus), and reduction of total
operating costs as a percentage of sales, excluding fuel (33 1/3% of bonus).  Under the long-term bonus, these measures are
compared to performance as of the end of the fiscal year prior to the long-term
bonus measurement period.

For the same reasons identified above under Annual Bonus,
Kroger’s non-disclosure of the Customer 1st performance
metric is appropriate given the competitive harm that Kroger would experience
as a result of such disclosure.

[***REDACTED***]

CONFIDENTIAL TREATMENT REQUESTED BY THE KROGER CO.

KR2008006

[***REDACTED***]

Total operating costs as a percentage of sales, excluding fuel, are a
key component of Kroger’s business plan.
While we believe that disclosure could assist our competitors in
determining crucial pieces of our business plan, in

future filings we will disclose the measure in existence at the
beginning of the long-term bonus measurement period, and our measure as of the
end of the measurement period for the long-term bonus.

Kroger acknowledges:

·                  Kroger
is responsible for the adequacy and accuracy of the disclosure 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

·                  Kroger
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.

If you should have any questions or require any further information
regarding this matter, please contact the undersigned at 513-762-4421.

  Sincerely,

  /s/ Paul Heldman

cc:                                 Ronald
E. Alper, Staff Attorney

Ellie Bavaria, Special Counsel

David B. Dillon

J. Michael Schlotman

M. Elizabeth Van Oflen

Bruce M. Gack

Christine S. Wheatley

Mail Stop 3561

        October 16, 2008

Via U.S. Mail and facsimile to (513) 762-1400

Paul W. Heldman
Executive Vice President, Secr etary and General Counsel
The Kroger Co.
1014 Vine Street
Cincinnati, Ohio  45202

Re: The Kroger Co.
 Form 10-K for Fiscal Year Ended February 2, 2008
Filed April 1, 2008
Definitive Proxy Statement on Schedule 14A
Filed May 15, 2008
 File No. 001-00303

Dear Mr. Heldman:

We have reviewed your response letter dated August 22, 2008 and have the
following additional comments.  You should comply with the comments in all future
filings, as applicable.  Please confirm in writin g that you will do so and also explain to us
in sufficient detail how you intend to comply by providing us with your proposed revisions.  If you disagree, we will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.

Definitive Proxy on Schedule 14A

Compensation Discussion and Analysis, page 15
1. We note your response to comment 3 in our letter dated July 31, 2008.  As
requested in our initial lette r, please provide us with your intended disclosure for
future filings that discusses the key considerations of individual performance.

Paul W. Heldman
The Kroger Co.
October 16, 2008 Page 2

2. We note your response to comment 4 in our letter dated July 31, 2008.  Please
describe the types of qualitative factor s the compensation committee considers.
Please provide us on a supplemental basi s a detailed analys is regarding how
disclosure of each of the metrics would cause you competitive harm.  For example, please describe in detail whic h portions of bonuses are tied to the
Customer 1
st plan.  Also describe how preci se performance of the company
against specific measures of the Customer 1st plan could “guide competitors to
their own strategies to target these areas to the detriment of” you and your
shareholders.

* * * * *

Please contact Ronald E. Alper, Staff Attorney, at (202) 551-3329, Ellie Bavaria,
Special Counsel, at (202) 551-3238, or me, at (202) 551-3720, with any other questions.

Sincerely,

       H. Christopher Owings
Assistant Director

CORRESP
1
filename1.htm

THE KROGER CO.

1014 VINE STREET   •
CINCINNATI, OHIO  45202-1100

  PAUL W. HELDMAN

  EXECUTIVE VICE PRESIDENT,

  SECRETARY AND

  GENERAL COUNSEL

  513-762-4421

  FAX 513-762-4935

  FAX 513-762-4554

August 22, 2008

VIA
EDGAR CORRESPONDENCE

H.
Christopher Owings

Assistant
Director

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

  Re:

  The
  Kroger Co.

  Form 10-K
  for Fiscal Year Ended February 2, 2008, filed April 1, 2008

  Form 10-Q
  for Quarter Ended May 24, 2008, filed July 2, 2008

  Definitive
  Proxy Statement on Schedule 14A, filed May 15, 2008,

  File
  No. 001-00303

Dear
Mr. Owings:

The
Kroger Co. (the “Company”) submits this letter in response to the comments from
the Staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchanges Commission (the “Commission”), received by letter
dated July 31, 2008 relating to the above referenced Form 10-K, Form 10-Q
and definitive proxy statement.  Set
forth below are the Staff’s comments followed by our responses.

Form 10-K
for Fiscal Year Ended February 2, 2008

Signatures,
page 77

1.                                       The Form 10-K
must be signed by your principal financial and principal accounting officers in
their individual capacities.  See General
Instruction D to Form 10-K.  In this
regard, please confirm that Mr. Schlotman and Ms. Van Oflen signed
this Form 10-K in their individual capacities.  Please also confirm that you will in the
future revise your signature page to reflect that the principal executive, financial
and accounting officers have signed the periodic report in their individual
capacities.

Company
Response:

The
Company confirms that Mr. Schlotman and Ms. Van Oflen did sign the Form 10-K
in their individual capacities.  In
future filings, the principal executive, principal financial and principal
accounting officers’ signatures will be reflected under the second set of
signature blocks to evidence execution in their individual capacities.

Exhibits
31.1 and 31.2

2.                                       The
certifications must correspond exactly to those set forth in Item 601(b)(31) of
Regulation S-K.  In this regard, you did
not include the parenthetical in paragraph 4.(d).  Similarly, you did not include the
parenthetical in the certifications filed with the Form 10-Q for the
quarter ended May 24, 2008.  Please
revise.

Company
Response:

Future
filings of the Exhibit 31 certifications will include the parentheticals.

Definitive
Proxy on Schedule 14A

Compensation
Discussion and Analysis, page 15

3.                                       We note that
individual officer performance is an important factor in determining
compensation.  Please disclose how the
specific forms of compensation are structured and implemented to reflect each
named executive officer’s individual performance and/or individual contribution
to these items of the registrant’s performance, describing the elements of
individual performance and/or contribution that are taken into account.  See Item 402(b)(2)(vii) of Regulation
S-K.

Company
Response:

Individual
performance is an important factor that the Compensation Committee considers in
determining NEO salary, annual bonus awards and equity awards.  As described on page 16 of the proxy
statement, as part of its annual review of executive compensation, the
Committee considers each NEO’s current compensation, internal equity
considerations, a report from the Committee’s independent compensation
consultant, and historical compensation information for the prior three
years.  As noted on pages 18 and 21
of the proxy statement, the individual performance of each NEO was considered
by the Committee (or independent directors in the case of our CEO) when
determining his salary and equity awards for 2007.

The
Committee also considers recommendations from the CEO.  Our CEO makes compensation recommendations
for each of the other NEOs based on the same considerations, as well as the CEO’s
assessment of individual job performance and contribution to the management
team.  While the Committee’s decisions
regarding salaries, bonus opportunities and equity awards are not specifically

2

tied
to the achievement of individual performance goals, the Committee subjectively
considers the individual performance of each NEO when making such
determinations.

In future filings, we will
include, to the extent material, a concise discussion of the key considerations
of individual performance affecting NEO compensation.

4.                                       You have not provided a quantitative discussion of all of the terms of
the necessary targets to be achieved for your named executive officers to earn
their performance-based annual and long-term cash bonuses.  For example, for annual cash bonuses you have
not disclosed the identical sales targets, EBITDA target, measures for implementation
and results under your strategic plan, and performance of new capital projects
compared to their budgets established by the compensation committee.  For long-term cash bonuses, you have not
disclosed the targets for improving performance based on customer survey
results, reducing total operating costs as a percentage of sales, and improving
performance in key attributes measuring associate satisfaction.  Please disclose the specific performance
targets used to determine incentive amounts or provide a supplemental analysis
as to why it is appropriate to omit these targets pursuant to Instruction 4 to
Item 402(b) of Regulation S-K. To the extent that it is appropriate
to omit specific targets, please provide the disclosure pursuant to Instruction
4 to Item 402(b).  General statements regarding
the level of difficultly, or ease, associated with achieving performance goals
either at the corporate or individual level are not sufficient.  In discussing how likely it will be for the
company to achieve the target levels or other factors, provide as much detail
as necessary without providing information that poses a reasonable risk of
competitive harm.  We note that the 2008
performance-based cash bonus plan will replace the 2006 plan.  See Question 118.04 of Compliance &
Disclosure Interpretations on Regulation S-K at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.html.

Company
Response:

The Company did not disclose
the specific goals in its proxy statement.
The Company does not believe such information is material to investors
because, while the Committee and the board of directors establish criteria for
calculating annual and long-term bonus payments to the NEOs, the amount of
bonus earned can be reduced at the discretion of the Committee (or in the case
of the CEO, the board).  They also have
the discretion under the plan to adjust the targets during the year in the
event of unanticipated developments.  In
addition to quantitative factors, the Committee and the board consider
qualitative factors as they deem appropriate, and have complete discretion to
reduce payments to the NEOs irrespective of any quantitative calculation.

Furthermore,
the specific criteria used in determining bonus amounts are not material within
the context of the Company’s executive compensation policies or

3

decisions
as a whole, considering the various other elements of compensation, including
salary, restricted stock and stock option awards, retirement plans, deferred
compensation, severance and continued healthcare benefits, and perquisites, and
considering all of the various qualitative and quantitative factors that
influence each of these other elements of compensation.  We do not believe that the disclosure of specific
targets used in determining bonus amounts is material to an investor’s overall
understanding of the Company’s compensation objectives and policies.

In addition, Instruction 4
to Item 402(b) states that registrants are not required to disclose target
levels with respect to specific quantitative or qualitative performance-related
factors considered by the compensation committee or the board of directors, or
any other factors or criteria involving confidential trade secrets or
confidential commercial or financial information, the disclosure of which would
result in competitive harm for the registrant.  The standard to use when determining whether
disclosure would cause competitive harm for the registrant is the same standard
that would apply when a registrant requests confidential treatment of
confidential trade secrets or confidential commercial or financial information
pursuant to Securities Act Rule 406 and Exchange Act Rule 24b-2.

The Company did not disclose
the specific goals because such information is sensitive commercial and
financial information that could cause it competitive harm in the hands of
competitors.  The Company has not
disclosed these performance objectives to the public and keeps this information confidential. Disclosure
of the Company’s specific performance targets would be tantamount to disclosure
of the Company’s business plan and long-term strategic plan.  Competition in the retail food and drug
industry is intense, and disclosure of specific goals could give competitors
insight into the Company’s operating strategy and allocation of resources.  With respect to the portion of the bonus
related to the Company’s performance of our Customer 1st strategic
plan, the measures
themselves are based in part on proprietary methods of customer research and in
part on specific operational goals, the disclosure of which would reveal our
strategy to our competitors.
Furthermore, disclosure of the precise performance of the Company
against specific measures in our Customer 1st strategic plan could guide
competitors to their own strategies to target these areas to the detriment of
the Company and our shareholders.

The foregoing demonstrates
that disclosure of the bonus targets would result in disclosure of the Company’s
business plan and that confidential treatment is appropriate in accordance with
the staff’s guidance for confidential treatment set forth in Staff Legal
Bulletin No. 1A (with Addendum Jul. 11, 2001), Confidential
Treatment Requests.  It is
clear that disclosing the information would cause competitive harm to the
Company, that disclosure of the confidential information is not necessary for
protection of investors (because the information is not material to the
compensation of the NEOs or to the Company’s executive compensation policies
and decisions as a whole), and that the Company has

4

otherwise kept the
information confidential.  Accordingly,  disclosure
of specific performance targets is not required under the SEC’s executive
compensation rules.

We acknowledge that if a
company omits performance targets, it is required to discuss how difficult it
will be for the executive or how likely it will be for the company to achieve
the undisclosed target level or criteria.
Accordingly, in future filings, the Company will disclose that the strategic portion
of the plan has been adjusted each year to increase the emphasis on those
elements of the plan that have proved most challenging, increasing the
difficulty of achieving higher levels of bonus and increasing incentives to meet
the most significant challenges.  In
future filings, the Company will also provide a concise discussion of the
degree of difficulty inherent in achieving the identical sales and EBITDA
targets in our annual bonus plan.

Summary Compensation Table, page 24

5.                                       In footnote
three, separately quantify the amounts attributable to each of the change in
pension value and preferential earnings on nonqualified deferred
compensation.  See Instruction Item 3 to
Item 402(c)(2)(viii) of Regulation S-K.

Company Response:

The Company believes that the amounts in footnote
three to the Summary Compensation Table are specifically quantified because the
only named executive officer for whom preferential earnings were received was Mr. McMullen,
and the amount of those earnings, as well as his change in pension value, are
both disclosed.  The amounts reflected in
the table for all other NEOs are for change in pension value only.  We will endeavor to clarify this in future
filings.

6.                                       Please disclose
the maximum possible payouts under the non-equity incentive plan. See Item 402(d) of
Regulation S-K.

Company Response:

Payouts under the Company’s
performance-based 2006 Long-Term Bonus Plan and performance-based 2007 annual
cash bonus program are subject to the terms of the Kroger Cash Bonus Plan,
adopted by shareholders in 2007, which plan provides that no single bonus to a
participant may exceed $5,000,000.

In 2008, the Company’s
shareholders approved the 2008 Long-Term Incentive and Cash Bonus Plan, under
which both annual and long-term cash bonus amounts will be paid in the
future.  By the terms of the 2008 plan,
no single cash bonus to a participant may exceed $5,000,000.  In future filings, this limitation will be
disclosed.

5

The Company acknowledges the
following:

·                  the Company is responsible
for the adequacy and accuracy of the disclosure in the filings;

·                  staff comments
or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filings; 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.

If
you should have any questions or require any further information regarding this
matter, please contact the undersigned at 513-762-4421.

  Sincerely,

  /s/
  Paul Heldman

  cc:

  Ronald
  E. Alper, Staff Attorney

  Ellie
  Bavaria, Special Counsel

  David
  B. Dillon

  J.
  Michael Schlotman

  M.
  Elizabeth Van Oflen

  Bruce
  Gack

  Christine
  S. Wheatley

6

Mail Stop 3561

        July 31, 2008

Via U.S. Mail and facsimile to (513) 762-1400

David B. Dillon
Chairman and Chief Executive Officer
The Kroger Co.
1014 Vine Street
Cincinnati, Ohio  45202

Re: The Kroger Co.
 Form 10-K for Fiscal Year Ended February 2, 2008
Filed April 1, 2008
Form 10-Q for the Quarter Ended May 24, 2008
Filed July 2, 2008
Definitive Proxy Statement on Schedule 14A
Filed May 15, 2008
 File No. 001-00303

Dear Mr. Dillon:

We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing
that you will do so and also explain to us in sufficient detail how you intend to comply by providing us with your proposed revisions.  If you disagree with any of these comments, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  Please understand
that after our review of a ll of your responses, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

David B. Dillon
The Kroger Co.
July 31, 2008 Page 2
Form 10-K for Fiscal Year Ended February 2, 2008

Signatures, page 77
1. The Form 10-K must be signed by your  principal financial and principal
accounting officers in their i ndividual capacities.  See General Instruction D to
Form 10-K.  In this rega rd, please confirm that Mr. Schlotman and Ms. Van Oflen
signed this Form 10-K in their individual capacities.  Please also confirm that you
will in the future revise your signature page  to reflect that the principal executive,
financial and accounting o fficers have signed the pe riodic report in their
individual capacities.

Exhibits 31.1 and 31.2
2. The certifications must correspond exactly to  those set forth in Item 601(b)(31) of
Regulation S-K.  In this regard, you did not  include the parenthetical in paragraph
4.(d).  Similarly, you did not include the parenthetical in  the certifications filed
with the Form 10-Q for the quarter ended May 24, 2008.  Please revise.

Definitive Proxy on Schedule 14A

Compensation Discussion and Analysis, page 15
3. We note that individual officer performan ce is an important factor in determining
compensation.  Please disclose how the specific forms of compensation are structured and implemented to reflect each named executive officer’s individual
performance and/or individua l contribution to these items of the registrant’s
performance, describing the elements  of individual performance and/or
contribution that are taken into account.  S ee Item 402(b)(2)(vii) of
Regulation S-K.
4. You have not provided a quantitative di scussion of all of the terms of the
necessary targets to be achieved for your  named executive officers to earn their
performance-based annual and long-ter m cash bonuses.  For example, for annual
cash bonuses you have not disclosed the id entical sales targets, EBITDA target,
measures for implementation and results under your strategic plan, and performance of new capital projects comp ared to their budgets established by the
compensation committee.  For long-term cash bonuses, you have not disclosed the targets for improving performance based on customer survey results, reducing
total operating costs as a pe rcentage of sales, and improving performance in key
attributes measuring associate satisf action.  Please disclose the specific
performance targets used to determine incentive amounts or provide a supplemental analysis as to why it is appr opriate to omit these targets pursuant to

David B. Dillon
The Kroger Co.
July 31, 2008 Page 3
Instruction 4 to Item 402(b) of Regulation S- K.  To the extent that it is appropriate
to omit specific targets, please provide the disclosure pursuant to  Instruction 4 to
Item 402(b).  General statements regard ing the level of difficulty, or ease,
associated with achieving performance goals  either at the corporate or individual
level are not sufficient.  In discussing how likely it will be for the company to achieve the target levels or  other factors, provide as  much detail as necessary
without providing information that poses a reasonable risk of competitive harm.
We note that the 2008 performance-based cash bonus plan will replace the 2006
plan.  See Question 118.04 of Complian ce & Disclosure Interpretations on
Regulation S-K at
http://www.sec.gov/divisions /corpfin/guidance/regs-
kinterp.htm .

Summary Compensation Table, page 24
5. In footnote three, separately quantify the amounts attributable to each of the
change in pension value and prefer ential earnings on nonqualified deferred
compensation.  See Instruction Item 3 to Item 402(c)(2)(viii) of Regulation S-K.
6. Please disclose the maximum possible payouts under the non -equity incentive
plan.  See Item 402(d) of Regulation S-K.

******

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

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

David B. Dillon
The Kroger Co.
July 31, 2008 Page 4

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

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Please contact Ronald E. Alper, Staff Attorney, at (202) 551-3329, Ellie Bavaria,
Special Counsel, at (202) 551-3238, or me at (202) 551-3720 with any other questions.

Sincerely,

H. Christopher Owings
Assistant Director

CORRESP
1
filename1.htm

SEC Response Letter

 The Kroger Co.

 1014 Vine Street

 Cincinnati, OH 45202

 April 6, 2006

 Ms. Sarah Goldberg

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3561

 100 F Street, N.E.

 Washington, DC 20549

RE:
Comments on Form 8-K Filed March 6, 2006, File No. 1-303

 Dear Ms. Goldberg:

 In reviewing our recent correspondence dated March 20, 2006 to you, we noticed that it
contained several typographical errors. As a result, we are resubmitting the letter to you with the corrections shown marked against our original letter.

 We are in receipt of your letter dated March 8, 2006. In accordance with your request, and as a follow up to our telephone conversation, we hereby respond as follows:

1.
As of January 29, 2005, we had a material weakness over the determination of deferred income tax balances related to a business combination. Specifically, controls over the
processes and procedures in calculating deferred income tax liabilities related to a business combination were not effective to ensure that the deferred income tax liabilities and allocated goodwill were fairly stated in accordance with generally
accepted accounting principles. This weakness resulted in a year-end audit adjustment affecting deferred income tax liabilities, goodwill and the goodwill impairment charge.

 We also identified a significant deficiency as of January 29, 2005 related to the timeliness of deferred tax reconciliations. We instituted a
remediation plan in 2005 to address this significant deficiency. The errors disclosed in our Form 8-K can be attributed to (1) the determination of deferred income taxes in purchase accounting (this control failure resulted in the audit
adjustment last year (and the material weakness reported in 2004) as well as the adjustments identified in 2005 for the Ralphs and Smith’s purchase accounting, and (2) the reconciliation of deferred income taxes
that caused errors in beginning fiscal year 2002 shareowners’ equity. The deficiencies in (1) above led to errors in our 2003 and 2004 financial statements and resulted in an understatement of our goodwill impairment charges of $27 million
in 2003 and of $4 million in 2004. The deficiencies in (2) above resulted in errors in the difference between our tax basis and book basis, primarily in depreciation of long-lived assets.

 We concluded that the errors that resulted in the P&L corrections identified in 2005 for Ralphs and Smith’s (an increase in the goodwill
impairment charge of

$27 million in 2003, and an increase in the goodwill impairment charge of $4 million in 2004) arose from the material weakness described in 2004.

The remaining corrections relate to the timely and accurate completion of reconciliations and relate to the years prior to 2002. The Company has
concluded that, under SAB Topic 5-F, it should restate for errors related to deferred income tax reconciliations because the cumulative error correction is material to fourth quarter 2005. However, the errors resulting from the reconciliation
control failure are not material to any year’s financial statements. Therefore, the income tax reconciliation deficiency that resulted in the restatement remained a significant deficiency as of year end 20052004, but
that deficiency subsequently has been remediated.

2.
The errors were primarily in the two areas described in our response to comment 1 above.

 The business combination errors arose from incorrect amounts being recorded in purchase accounting related to deferred tax assets or liabilities. In some instances deferred tax assets or liabilities were not
established for certain items that should have been established, and in other instances deferred tax assets or liabilities were established for items that were not differences isin book and tax basis in purchase accounting.

 The other errors primarily resulted in corrections in deferred tax balances for the differences in book basis and tax basis of long-lived
assets, pursuant to SFAS 109, “Accounting for Income Taxes.”

 We acknowledge that:

 · the company is responsible for the adequacy and
accuracy of the disclosure 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 filings; and

 · the company manymay 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.

 If you have any additional questions
regarding our filing, please do not hesitate to contact me.

 Very truly yours,

 /s/ J. Michael Schlotman

 J. Michael Schlotman

 Senior Vice President and

     Chief Financial Officer

CORRESP
1
filename1.htm

Correspondence Letter

The Kroger Co.

1014 Vine Street

Cincinnati, OH 45202

March 20, 2006

 Ms. Sarah Goldberg

 U. S. Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3561

 100 F Street, N.E.

 Washington, DC 20549

 RE: Comments on Form 8-K Filed March 6, 2006, File No. 1-303

 Dear Ms. Goldberg:

 We are in receipt
of your letter dated March 8, 2006. In accordance with your request, and as a follow up to our telephone conversation, we hereby respond as follows:

1.
As of January 29, 2005, we had a material weakness over the determination of deferred income tax balances related to a business combination. Specifically, controls over the
processes and procedures in calculating deferred income tax liabilities related to a business combination were not effective to ensure that the deferred income tax liabilities and allocated goodwill were fairly stated in accordance with generally
accepted accounting principles. This weakness resulted in a year-end audit adjustment affecting deferred income tax liabilities, goodwill and the goodwill impairment charge.

 We also identified a significant deficiency as of January 29, 2005 related to the timeliness of deferred tax reconciliations. We instituted a
remediation plan in 2005 to address this significant deficiency. The errors disclosed in our Form 8-K can be attributed to (1) the determination of deferred income taxes in purchase accounting (this control failure resulted in the audit
adjustment last year (and the material weakness report in 2004) as well as the adjustments identified in 2005 for the Ralphs and Smith’s purchase accounting, and (2) the reconciliation of deferred income taxes that caused errors in
beginning fiscal year 2002 shareowners’ equity. The deficiencies in (1) above led to errors in our 2003 and 2004 financial statements and resulted in an understatement of our goodwill impairment charges of $27 million in 2003 and of $4
million in 2004. The deficiencies in (2) above resulted in errors in the difference between our tax basis and book basis, primarily in depreciation of long-lived assets.

 We concluded that the errors that resulted in the P&L corrections identified in 2005 for Ralphs and Smith’s (an increase in the goodwill
impairment charge of $27 million in 2003, and an increase in the goodwill impairment charge of $4 million in 2004) arose from the material weakness described in 2004.

 The remaining corrections relate to the timely and accurate completion of reconciliations and relate to
the years prior to 2002. The Company has concluded that, under SAB Topic 5-F, it should restate for errors related to deferred income tax reconciliations because the cumulative error correction is material to fourth quarter 2005. However, the errors
resulting from the reconciliation control failure are not material to any year’s financial statements. Therefore, the income tax reconciliation deficiency that resulted in the restatement remained a significant deficiency as of year end 2005,
but that deficiency subsequently has been remediated.

2.
The errors were primarily in the two areas described in our response to comment 1 above.

 The business combination errors arose from incorrect amounts being recorded in purchase accounting related to deferred tax assets or liabilities. In some instances deferred tax assets or liabilities were not
established for certain items that should have been established, and in other instances deferred tax assets or liabilities were established for items that were not differences is book and tax basis in purchase accounting.

 The other errors primarily resulted in corrections in deferred tax balances for the differences in book basis and tax basis of long-lived assets, pursuant
to SFAS 109, “Accounting for Income Taxes.”

 We acknowledge that:

•

the company is responsible for the adequacy and accuracy of the disclosure 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 filings; and

•

the company many 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.

 If you have any additional questions regarding our filing, please do not hesitate to contact me.

Very truly yours,

 /s/ J. Michael Schlotman

J. Michael Schlotman

Senior Vice President and

Chief Financial Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

 					March 8, 2006

Mr. J. Michael Schlotman
Senior Vice President and Chief Financial Officer
The Kroger Company
1014 Vine Street
Cincinnati, OH 45201

	Re:	Form 8-K Filed March 6, 2006
		File No. 1-303

Dear Mr. Schlotman:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.

Form 8-K

Item 4.02(a)
1. In connection with your assessment of internal controls in
2004,
you disclose that you identified a significant deficiency with
regard
to your deferred tax account balances.  However, you also disclose
in
both Form 8-K and Form 10-K/A that the errors are a result of a
material weakness in internal control over financial reporting
previously reported in the fiscal year 2004 Form 10-K.  As such,
based on your current disclosure in Form 8-K, it is unclear
whether
such errors resulted from a significant deficiency or a material
weakness as defined in PCAOB Auditing Standard No. 2.  Please
clarify.
2. Please tell us in greater detail the nature of the errors
identified in your deferred tax accounts. In doing so, ensure you
tell us the accounting literature you relied upon in calculating
the
necessary adjustments to such accounts.

      As appropriate, please respond to these comments within 5
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Staff Accountant Sarah Goldberg at (202)
551-
3340 if you have any questions regarding these comments.

								Sincerely,

      Sarah Goldberg

??

??

??

??

Mr. Schlotman
The Kroger Company
March 8, 2006
Page 1 of 2

</TEXT>
</DOCUMENT>