UNITED STATES

                       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: January 28, 2003


                                 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 Number)   (IRS Employer Number)
     of incorporation)


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


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




ITEM 5. OTHER EVENTS

        On June 27, 2002, The Kroger Co., and its subsidiary guarantors, filed
        Registration Statement No. 333-91388 on Form S-3 with the Securities and
        Exchange Commission pursuant to Rule 415, and on July 18, 2002, filed
        pre-effective Amendment No. 1 (hereinafter, as amended, referred to as
        the "Registration Statement"). The Registration Statement provides for
        the issuance of Securities in an aggregate amount of $2,000,000,000, and
        was declared effective on July 23, 2002. Pursuant to a Prospectus
        Supplement dated January 21, 2003, The Kroger Co. is issuing
        $500,000,000 of Debt Securities denominated 5.50% Senior Notes due 2013.
        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
        hereto as Exhibit 1.1 is the Underwriting Agreement dated January 21,
        2003. In connection with the issuance of the Senior Notes, the
        Registrant has executed a Pricing Agreement dated January 21, 2003,
        among The Kroger Co., its subsidiary guarantors, Banc One Capital
        Markets, Inc., J.P. Morgan Securities Inc., Banc of America Securities
        LLC, Salomon Smith Barney Inc., BNY Capital Markets, Inc., Cooperatieve
        Centrale Raiffeisen-Boerenleenbank B.A., The Royal Bank of Scotland plc,
        U.S. Bancorp Piper Jaffray Inc., and The Williams Capital Group, 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 Fifteenth Supplemental Indenture, dated
        as of January 28, 2003, 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 Fifteenth Supplemental Indenture
        is attached hereto as Exhibit 4.3.1.

        The proceeds of the offering initially will be used to repay amounts
        under Kroger's credit facilities or short term borrowings and thereafter
        to use borrowings under those credit facilities or short term borrowings
        to repurchase, repay or redeem Kroger's outstanding indebtedness. The
        Company anticipates using those borrowings to pay in full approximately
        $200 million under the synthetic lease that expires in February 2003,
        and to repay $250 million of notes that mature in March 2003. We also
        expect to use the proceeds of the offering for other general corporate
        purposes.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

        (c) Exhibits:

            1.1 Underwriting Agreement dated January 21, 2003, among The Kroger
            Co., its subsidiary guarantors, Banc One Capital Markets, Inc., J.P.
            Morgan Securities Inc., Banc of America Securities LLC, Salomon
            Smith Barney Inc., BNY Capital Markets, Inc., Cooperatieve Centrale
            Raiffeisen-




            Boerenleenbank B.A., The Royal Bank of Scotland plc, U.S. Bancorp
            Piper Jaffray Inc., and The Williams Capital Group, L.P.

            1.1.1 Pricing Agreement dated January 21, 2003, among The Kroger
            Co., its subsidiary guarantors, Banc One Capital Markets, Inc., J.P.
            Morgan Securities Inc., Banc of America Securities LLC, Salomon
            Smith Barney Inc., BNY Capital Markets, Inc., Cooperatieve Centrale
            Raiffeisen-Boerenleenbank B.A., The Royal Bank of Scotland plc, U.S.
            Bancorp Piper Jaffray Inc., and The Williams Capital Group, L.P..

            4.3.1 Fifteenth Supplemental Indenture dated as of January 28, 2003,
            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 5.50% Senior Notes due 2013.




                                    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.


January 28, 2003                        By: (Paul Heldman)
                                        Paul Heldman
                                        Senior Vice President, Secretary
                                             and General Counsel




                                  EXHIBIT INDEX

Exhibit No.                              Exhibit
-----------                              -------

   1.1               Underwriting Agreement dated January 21, 2003, among The
                     Kroger Co., its subsidiary guarantors, Banc One Capital
                     Markets, Inc., J.P. Morgan Securities Inc., Banc of
                     America Securities LLC, Salomon Smith Barney Inc.,
                     BNY Capital Markets, Inc., Cooperatieve Centrale
                     Raiffeisen-Boerenleenbank B.A., The Royal Bank of Scotland
                     plc, U.S. Bancorp Piper Jaffray Inc., and The Williams
                     Capital Group, L.P.

   1.1.1             Pricing Agreement dated January 21, 2003, among The Kroger
                     Co., its subsidiary guarantors, Banc One Capital Markets,
                     Inc., J.P. Morgan Securities Inc., Banc of America
                     Securities LLC, Salomon Smith Barney Inc., BNY Capital
                     Markets, Inc., Cooperatieve Centrale
                     Raiffeisen-Boerenleenbank B.A., The Royal Bank of Scotland
                     plc, U.S. Bancorp Piper Jaffray Inc., and The Williams
                     Capital Group, L.P.

   4.3.1             Fifteenth Supplemental Indenture dated as of January 28,
                     2003, 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 5.50% Senior
                     Notes due 2013.