SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment #1
Name of
Issuer: KROGER CO.
____________________________________________________________________
Title of Class
of Securities: Common Stock
CUSIP Number: 501044101
1) NAME OF I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
The Prudential Insurance Company of America 22-1211670
2) MEMBER OF A GROUP: (a) N/A
(b) N/A
3) SEC USE ONLY:
4) PLACE OF ORGANIZATION: A mutual insurance company organized
under the laws of the State of New Jersey
NUMBERS OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:
5) Sole Voting Power: 0 See Exhibit A
6) Shared Voting Power: 0 See Exhibit A
7) Sole Dispositive Power: 0 See Exhibit A
8) Shared Dispositive Power: 0 See Exhibit A
9) AGGREGATE AMOUNT BENEFICIALLY OWNED: Not Applicable
10) AGGREGATE AMOUNT IN ROW (9) EXCLUDES SHARES: N/A
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): Not Applicable
12) TYPE OF REPORTING PERSON: BD, IC, IA
ITEM 1(a). NAME OF ISSUER:
KROGER CO.
ITEM 1(b). ADDRESS OF ISSUER'S EXECUTIVE OFFICES:
1014 Vine Street
Cincinatti, OH 45202
ITEM 2(a). NAME OF PERSON FILING:
The Prudential Insurance Company of America
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Prudential Plaza
Newark, New Jersey 07102-3777
ITEM 2(c). CITIZENSHIP:
A mutual insurance company organized under the laws
of the State of New Jersey
ITEM 2(d). TITLE OF CLASS SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
501044101
ITEM 3. The Person filing this statement is an Insurance Company
as defined in Section 3(a)(19) of the Securities Exchange
Act of 1934, a Broker-Dealer registered under Section 15
of that Act and an Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940.
ITEM 4. OWNERSHIP:
(a) Number of Shares
Benefically Owned: Not Applicable
(b) Percent of Class: Not Applicable
Number
(c) Powers Of Shares
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Sole power to vote or 0 See Exhibit A
to direct the vote
Shared power to vote or 0 See Exhibit A
to direct the vote
Sole power to dispose or 0 See Exhibit A
to direct disposition
Shared power to dispose 0 See Exhibit A
or to direct disposition
ITEM 5. OWNERSHIP OF 5% OR LESS OF A CLASS:
Prudential was not the owner of more than 5% of the outstanding
Common Stock of this issuer on December 31, 1993, as was reported
on Schedule 13G filed on February 10, 1994. The incorrect report
was due to a mathematical miscalculation.
ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
ULTIMATE PARENT COMPANY:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10. CERTIFICATION:
By signing below, The Prudential Insurance Company of America
certifies that, to the best of its knowledge and belief, the
securities referred to above were acquired in the ordinary course
of business and were note acquired for the purpose of and do not
have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose
or effect.
The filing of this statement should not be construed as an
admission that Prudential is or was for the purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any registered equity securities of the issuer.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, The Prudential Insurance Company of America certifies that
the information set forth in this statement is true, complete and
correct.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: Mary L. Cavanaugh
Vice President and Investment Couns
Date: March 7, 1994
As of: February 28, 1994
Exhibit A
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ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
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