Pricing Agreement



                                                                  Exhibit 1.1.1



Goldman, Sachs & Co.

BNP Paribas Securities Corp.

Scotia Capital (USA) Inc.

Tokyo-Mitsubishi International plc

U.S. Bancorp Piper Jaffray Inc.

Utendahl Capital Partners, L.P.

   As Representatives of the several

 Underwriters named in Schedule II hereto,



                                                                    June 6, 2002



Dear Sirs:



           The Kroger Co., an Ohio corporation (the "Company"), and the

Guarantors on Schedule I and on the signature pages hereto propose, subject to

the terms and conditions stated herein and in the Underwriting Agreement, dated

March 26, 2002 (the "Underwriting Agreement"), to issue and sell to the

Underwriters named in Schedule II hereto (the "Underwriters") the Securities

(the "Designated Securities") and related Guarantees specified in Schedule III

hereto. Each of the provisions of the Underwriting Agreement is incorporated

herein by reference in its entirety, and shall be deemed to be a part of this

Agreement to the same extent as if such provisions had been set forth in full

herein; and each of the representations and warranties set forth therein shall

be deemed to have been made at and as of the date of this Pricing Agreement,

except that each representation and warranty which refers to the Prospectus in

Section 2 of the Underwriting Agreement shall be deemed to be a representation

or warranty as of the date of the Underwriting Agreement in relation to the

Prospectus (as therein defined), and also a representation and warranty as of

the date of this Pricing Agreement in relation to the Prospectus as amended or

supplemented relating to the Designated Securities and related Guarantees. Each

reference to the Representatives herein and in the provisions of the

Underwriting Agreement so incorporated by reference shall be deemed to refer to

you. Unless otherwise defined herein, terms defined in the Underwriting

Agreement are used herein as therein defined. The Representatives designated to

act on behalf of each of the Underwriters of the Designated Securities and

related Guarantees pursuant to Section 12 of the Underwriting Agreement and the

address of the Representatives referred to in such Section 12 are set forth at

the end of Schedule III hereto.



           An amendment to the Registration Statement, or a supplement to the

Prospectus, as the case may be, relating to the Designated Securities and

related Guarantees, in the form heretofore delivered to you is now proposed to

be filed with the Commission.

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