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: August 14, 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 9.     Regulation FD Disclosure

            On August 14, 2002, the Company filed with the SEC amendments
            to its Annual Report on Form 10-K for the fiscal year ended
            February 2, 2002, and its Quarterly Report on Form 10-Q for
            the quarter ended May 25, 2002. These filings were accompanied
            by the certifications attached hereto as Exhibit 99.1. Neither
            this disclosure nor the certifications attached as Exhibit
            99.1 hereto will be deemed to be filed pursuant to Section 18
            of the Exchange Act or otherwise subject to the liabilities of
            that section unless we expressly incorporate it by reference
            into a filing made under the Securities Act or the Exchange


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.

August 14, 2002                          By:   (Paul Heldman)
                                                Paul Heldman
                                                Senior Vice President, Secretary
                                                and General Counsel

                                  EXHIBIT INDEX

Exhibit No.                                   Exhibit

99.1               CEO and  CFO certifications.