Pricing Supplement No. 197 Filed Pursuant to
(To Prospectus dated July 17, 1992 Rule 424(b)(5)
and Prospectus Supplement dated File No. 33-48669
August 26, 1992)
Dated: January 14, 1994
THE KROGER CO.
General Term Notes (R), Series A
Due from January 16, 1999 to 25 Years from Date of Issue
Aggregate Principal Amount: $804,000.00
Interest Rate: 8.000%
Interest Payment Date(s) (Monthly or Otherwise): Monthly,
Beginning 02/15/94
Stated Maturity Date: January 15, 2006
Purchase Price: 97.150% of Principal Amount
Issue Date: January 21, 1994
Optional Redemption by the Company:
The Company and the Subordinated Trustee have executed an
amendment and restatement, dated as of April 8, 1993, of the
Sixth Supplemental Indenture referred to in the Prospectus
Supplement. The purpose of the amendment and restatement was to
permit the Company to issue Notes that may be redeemed at the
option of the Company other than after the occurrence of a
Redemption Event. If the following box is checked and
notwithstanding the final paragraph under "DESCRIPTION OF THE
NOTES-General" in the Prospectus Supplement, the Notes to which
this Pricing Supplement relates shall be redeemable, in whole and
not in part, at the option of the Company at any time on or after
the Initial Option Redemption Date specified below, on notice
given not less than 30 nor more than 60 days prior to the date of
redemption, at the Redemption Price(s) specified below (including
the applicable premium(s) specified below, if any), together with
interest accrued thereon to the date of redemption (subject to
the right of Holders of record on the relevant Regular Record
Date to receive interest due on an Interest Payment Date that is
on or prior to the date of redemption). The Notes will not be
entitled to the benefits of a sinking fund.
_______
/ X /
<PAGE>
Initial Optional Redemption Date: 01/15/97
Redemption Price(s): 01/15/97 and
thereafter - 100%
Applicable Premium(s), if any: None
Under the Credit Agreement, the Senior Lenders' consent may be
required prior to any optional redemption of the Notes. See
"DESCRIPTION OF THE CREDIT AGREEMENT-Certain Covenants-Prepayment
of Other Debt" in the Prospectus.
Principal Amount
of Notes
Agent to be Purchased
----- ----------------
Kemper Securities, Inc. $ 100,000.00
J. W. Korth & Company 704,000.00
--------------
Total $ 804,000.00
==============
Per Note Total
-------- -----
Prices to Public: $1,000.00 $804,000.00
Underwriter's Discount
or Commission: $28.50 $22,914.00
Maximum Dealer's Discount or
Selling Concession: $22.50 $18,090.00
Proceeds to The Kroger Co.: $971.50 $781,086.00
CUSIP Number: 50104Q-JE-3
Terms defined in the Prospectus and the Prospectus Supplement are
used in this Pricing Supplement as so defined.
(R) Registered service mark of J. W. Korth & Company
