RESOLUTION



WHEREAS, The Kroger Co. Savings Plan was previously adopted by the Board of

Directors of this Company on November 30, 1984, (the "Plan"); and



WHEREAS, the Company desires to register 12,000,000 additional shares of common

stock and an indeterminate amount of plan interests associated therewith under

the Plan; now, therefore,



RESOLVED, That the officers of the Company be, and they hereby are, authorized

to execute a Registration Statement for the Plan on behalf of the Company on

Form S-8 (the "Registration Statement"), for the purpose of registering

12,000,000 additional shares and accompanying plan interests under the Plan and

to file the same with the Securities and Exchange Commission in the form the

officers executing the same approve, the approval of any such officer to be

conclusively evidenced by execution and delivery thereof; and further



RESOLVED, That the officers of the Company be, and they hereby are, authorized

from time to time to execute in the name and on behalf of the Company, such

further amendment or amendments to said Registration Statement, as they shall

deem desirable, to procure all other necessary signatures thereto and to file

such amendment or amendments, when so signed, with the Securities and Exchange

Commission; and further



RESOLVED, That Paul Heldman and Bruce M. Gack, or either one of them, be, and

they hereby are, made, constituted and appointed the true and lawful

attorneys-in-fact, with authority to sign and execute on behalf of The Kroger

Co., and on behalf of the directors and officers thereof in their official

capacities, the Registration Statement and any and all amendments thereto, which

they in their discretion deem necessary or advisable to be filed with the

Securities and Exchange Commission; and further



RESOLVED, That Paul Heldman, Senior Vice President, Secretary and General

Counsel of this Company, whose address is 1014 Vine Street, Cincinnati, Ohio, be

and he hereby is designated as the Agent for Service to be named in the

Registration Statement, and authorized to receive notices and communications,

with respect to the registration under the Securities Act of 1933, as amended,

of the proposed issues of the aforesaid shares of Common Stock and the plan

interests with all powers consequent upon such designation under the rules and

regulations of the Securities and Exchange Commission; and further



RESOLVED, That the officers of the Company be, and they hereby are, authorized

to list the shares of Common Stock subject to the Plan, along with 6,000,000

rights under the Company's Warrant Dividend Plan, with the New York Stock

Exchange and to take any and all actions, and prepare, execute, and file any and

all applications, documents, reports, exhibits, agreements, and other papers,

including an indemnity agreement relating to the use of facsimile signatures in

the execution of the aforesaid shares of Common Stock, necessary, incidental or

convenient to effectuate such listing; and further



RESOLVED, That for the purpose of executing the aforesaid shares of Common Stock

the Company hereby adopts and acknowledges the facsimile signatures of Joseph A.

Pichler and Paul Heldman, its Chairman of the Board, and Secretary,

respectively, and said shares of

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