SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549



                                    FORM 8-K

                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


                         Date of Report: June 17, 2002


                                 THE KROGER CO.
             (Exact name of registrant as specified in its charter)


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


1014 Vine Street
Cincinnati, OH  45201
(Address of principal
executive offices)

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



Item 5.           Other Events

                  On October 2, 2001, The Kroger Co., and its subsidiary
                  guarantors, filed Registration Statement No. 333-70776 on Form
                  S-3 with the Securities and Exchange Commission pursuant to
                  Rule 415, and on November 6, 2001, filed pre-effective
                  Amendment No. 1 to add additional subsidiary guarantors
                  (hereinafter, as amended, referred to as the "Registration
                  Statement"). The Registration Statement provides for the
                  issuance of Securities in an aggregate amount of
                  $1,250,000,000, and was declared effective on November 13,
                  2001. Pursuant to a Prospectus Supplement dated June 6, 2002,
                  The Kroger Co. is issuing $350,000,000 of Debt Securities
                  denominated 6.20% Senior Notes due 2012. The Debt Securities
                  being issued are being guaranteed by the subsidiary
                  guarantors.

                  Filed as Exhibit 1.1 to the Registration Statement was a form
                  of Underwriting Agreement for the issuance of the Debt
                  Securities. Attached as Exhibit 1.1 to Kroger's Current Report
                  on Form 8-K dated April 3, 2002 is the Underwriting Agreement
                  dated March 26, 2002 being used for the issuance of the Senior
                  Notes. In connection with the issuance of the Senior Notes,
                  the Registrant has executed a Pricing Agreement dated June 6,
                  2002, among The Kroger Co., its subsidiary guarantors,
                  Goldman, Sachs & Co., BNP Paribas Securities Corp., Scotia
                  Capital (USA) Inc., Tokyo-Mitsubishi International plc, U.S.
                  Bancorp Piper Jaffray Inc., and Utendahl Capital Partners,
                  L.P., the form of which is incorporated herein by reference as
                  Exhibit 1.1.1 hereof.

                  The form of indenture for the Senior Notes was filed as
                  Exhibit 4.3 of the Registration Statement. The Fourteenth
                  Supplemental Indenture, dated as of June 17, 2002, among The
                  Kroger Co., its subsidiary guarantors, and U.S. Bank, N.A.
                  (formerly known as Firstar Bank, National Association), as
                  Trustee, supplements the Indenture dated as of June 25, 1999,
                  among The Kroger Co., its subsidiary guarantors, and Firstar
                  Bank, National Association, as Trustee. The Fourteenth
                  Supplemental Indenture is attached hereto as Exhibit 4.3.1.

Item 7.           Financial Statements, Pro Forma Financial Information and
                  Exhibits

                  (c)      Exhibits:

                           1.1     Underwriting Agreement dated March 26, 2002,
                           among The Kroger Co., its subsidiary guarantors,
                           Salomon Smith Barney Inc., Banc of America Securities
                           LLC, Banc One Capital Markets, Inc., and J.P. Morgan
                           Securities Inc., the terms of which are incorporated
                           by reference to Kroger's Current Report on Form 8-K
                           dated April 3, 2002.

                           1.1.1   Pricing Agreement dated June 17, 2002, among
                           The Kroger Co., its subsidiary guarantors, Goldman,
                           Sachs & Co., BNP Paribas Securities Corp., Scotia
                           Capital (USA) Inc., Tokyo-Mitsubishi International
                           plc, U.S. Bancorp Piper Jaffray Inc., and Utendahl
                           Capital Partners, L.P.



                  4.3.1 Fourteenth Supplemental Indenture dated as of June 17,
                  2002, among The Kroger Co., its subsidiary guarantors, and
                  U.S. Bank, N.A. (formerly known as Firstar Bank, National
                  Association), as trustee, relating to the 6.20% Senior Notes
                  due 2012.







                                    SIGNATURE

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

                                                THE KROGER CO.



June 17, 2002                                   /s/ Paul Heldman
                                                Paul Heldman
                                                Senior Vice President, Secretary
                                                  and General Counsel



                                  EXHIBIT INDEX

Exhibit No.                           Exhibit

 1.1              Underwriting  Agreement dated March 26, 2002, among The Kroger
                  Co., its subsidiary guarantors, Salomon Smith Barney Inc.,
                  Banc of America Securities LLC, Banc One Capital Markets,
                  Inc., and J.P. Morgan Securities Inc., the terms of which are
                  incorporated by reference to Kroger's Current Report on Form
                  8-K dated April 3, 2002.

1.1.1             Pricing Agreement dated June 17, 2002, among The Kroger Co.,
                  its subsidiary guarantors, Goldman, Sachs & Co., BNP Paribas
                  Securities Corp., Scotia Capital (USA) Inc., Tokyo-Mitsubishi
                  International plc, U.S. Bancorp Piper Jaffray Inc., and
                  Utendahl Capital Partners, L.P.

4.3.1             Fourteenth Supplemental Indenture dated as of June 17, 2002,
                  among The Kroger Co., its subsidiary guarantors, and U.S.
                  Bank, N.A. (formerly known as Firstar Bank, National
                  Association), as trustee, relating to the 6.20% Senior Notes
                  due 2012.