UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K/A

(Mark One)
   [X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

   For the fiscal year ended February 2, 2002.
                             ----------------------------------------

                                       OR

   [_]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

   For the transition period from                   to
                                 ___________________  _______________

                          Commission file number  1-303
                                                ---------------------

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


                                                
                   Ohio                                           31-0345740
     --------------------------------               ----------------------------------------
      (State or other jurisdiction of                 (I.R.S. Employer Identification No.)
       incorporation or organization)

  1014 Vine Street, Cincinnati, OH  45202                            45202
------------------------------------------          ----------------------------------------
  (Address of principal executive offices)                         (Zip Code)



Registrant's telephone number, including area code       (513) 762-4000
                                                  -----------------------------

Securities registered pursuant to Section 12 (b) of the Act:



                   Title of each class                              Name of each exchange on which registered
                                                             
                Common Stock $1 par value                                    New York Stock Exchange
  -----------------------------------------------------          ------------------------------------------------
  794,109,633  shares outstanding on April 24, 2002
  -----------------------------------------------------          ------------------------------------------------


           Securities registered pursuant to section 12(g) of the Act:

                                      NONE
--------------------------------------------------------------------------------
                                (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes   X          No_____.
    -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10K or any
amendment to this Form 10-K. [_]

The aggregate market value of the Common Stock of The Kroger Co. held by
non-affiliates as of March 11, 2002: $17,882,235,374.

Documents Incorporated by Reference:
     Proxy Statement filed pursuant to Regulation 14A of the Exchange Act on May
     8, 2002, incorporated by reference into Parts II and III of Form 10-K.



                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)       Financial Statements:

          Report of Independent Public Accountants
          Consolidated Balance Sheet as of February 2, 2002 and February 3, 2001
          Consolidated Statement of Income for the years ended February 2, 2002,
          February 3, 2001, and January 29, 2000
          Consolidated Statement of Cash Flows for the years ended February 2,
          2002, February 3, 2001, and January 29, 2000
          Consolidated Statement of Changes in Shareowners' Equity (Deficit)
          Notes to Consolidated Financial Statements

          Financial Statement Schedules:

          There are no Financial Statement Schedules included with this filing
          for the reason that they are not applicable or are not required or the
          information is included in the financial statements or notes thereto

(b)       Reports on Form 8-K:

          On December 11, 2001, The Kroger Co. filed a Current Report on Form
          8-K with the SEC disclosing its earnings release for the third quarter
          2001, including unaudited financial statements for that quarter.

(c)       Exhibits

             3.1           Amended Articles of Incorporation of The Kroger Co.
                           are incorporated by reference to Exhibit 3.1 of The
                           Kroger Co.'s Quarterly Report on Form 10-Q for the
                           quarter ended October 3, 1998. The Kroger Co.'s
                           Regulations are incorporated by reference to Exhibit
                           4.2 of The Kroger Co.'s Registration Statement on
                           Form S-3 (Registration No. 33-57552) filed with the
                           SEC on January 28, 1993.

             4.1           Instruments defining the rights of holders of
                           long-term debt of the Company and its subsidiaries
                           are not filed as Exhibits because the amount of debt
                           under each instrument is less than 10% of the
                           consolidated assets of the Company. The Company
                           undertakes to file these instruments with the
                           Commission upon request.

             10.1          Material Contracts - Third Amended and Restated
                           Employment Agreement dated as of July 22, 1993,
                           between the Company and Joseph A. Pichler is hereby
                           incorporated by reference to Exhibit 10.1 to the
                           Company's Form 10-Q for the quarter ended October 9,
                           1993.

            *10.2          Executive Employment Agreement dated as of November
                           30, 2001, between the Company and David B. Dillon.

            *10.3          Executive Employment Agreement dated as of April 22,
                           2002, between the Company and W. Rodney McMullen.

            *10.4          Executive Employment Agreement dated as of November
                           30, 2001, between the Company and Don W. McGeorge.

             10.5          Non-Employee Directors' Deferred Compensation Plan.
                           Incorporated by reference to Appendix J to Exhibit
                           99.1 of Fred Meyer, Inc.'s Current Report on Form 8-K

1



                           dated September 9, 1997, SEC File No. 1-13339.

          *12.1            Statement of Computation of Ratio of Earnings to
                           Fixed Charges.

          *21.1            Subsidiaries of the Registrant.

          *23.1            Consent of Independent Public Accountants.

           23.2            Consent of Independent Public Accountants.

          *24.1            Powers of Attorney.

           99.1            Annual Reports on Form 11-K for The Kroger Co.
                           Savings Plan and The Kroger Co. Savings Plan for
                           Bargaining Unit Associates for the Year 2001 as filed
                           herewith.

* Previously filed.

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                                   SIGNATURES
                                   ----------

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                 THE KROGER CO.


Dated:        June 28, 2002          By (*Joseph A. Pichler)
                                        Joseph A. Pichler, Chairman
                                        of the Board of Directors and
                                        Chief Executive Officer

Dated:        June 28, 2002          By (*J. Michael Schlotman)
                                        J. Michael Schlotman
                                        Group Vice President and
                                        Chief Financial Officer


Dated:        June 28, 2002          By (*M. Elizabeth Van Oflen)
                                        M. Elizabeth Van Oflen
                                        Vice President & Corporate Controller
                                        and Principal Accounting Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities indicated on the 28th day of June, 2002.

-------------------------                        Director
Reuben V. Anderson

(*Robert D. Beyer)                               Director
Robert D. Beyer

-------------------------                        Director
John L. Clendenin

(*David B. Dillon)                               President, Chief Operating
David B. Dillon                                  Officer, and Director

(*Bruce Karatz)                                  Director
Bruce Karatz

(*David B. Lewis)                                Director
David B. Lewis

(*John T. LaMacchia)                             Director
John T. LaMacchia

-------------------------                        Director
Edward M. Liddy

(*Clyde R. Moore)                                Director
Clyde R. Moore


-------------------------                        Director
Thomas H. O'Leary

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(*Katherine D. Ortega)                          Director
Katheriine D. Ortega

(*Joseph A. Pichler)                            Chairman of the Board of
Joseph A. Pichler                               Directors, Chief Executive
                                                Officer, and Director

(*Steven R. Rogel)                              Director
Steven R. Rogel

(*Bobby S. Shackouls)                           Director
Bobby S. Shackouls


*By:  (Bruce M. Gack)
      Bruce M. Gack
      Attorney-in-fact

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