January 17, 2025

Todd Foley
Senior Vice President and Interim Chief Financial Officer
The Kroger Co.
1014 Vine Street
Cincinnati, OH 45202

       Re: The Kroger Co.
           Form 10-K for the Fiscal Year Ended February 3, 2024
           Item 2.02 Form 8-K dated December 5, 2024
           File No. 001-00303
Dear Todd Foley:

       We have reviewed your filings and have the following comment(s).

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended February 3, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Use of Non-GAAP Financial Measures, page 29

1.     Please reconcile your FIFO gross profit, a non-GAAP financial measure,
to its most
       directly comparable GAAP measure which is a fully-loaded GAAP gross
profit that
       must be presented even if one is not depicted on your statements of
operations. As you
       present FIFO gross margin on a percentage basis, please disclose your
fully-loaded
       GAAP gross margin with equal or greater prominence wherever you disclose
FIFO
       gross margin. In this regard, your gross margin rate, as a percentage of
sales, disclosed
       on page 34 does not appear to be calculated based on the fully-loaded
GAAP gross
       profit as it excludes depreciation and amortization. Refer to Item
10(e)(1)(i)(A) and
       (B) of Regulation S-K and Question 102.10(a) of the Non-GAAP Financial
Measures
       Compliance and Disclosure Interpretations.
 January 17, 2025
Page 2

Liquidity and Capital Resources
Net cash provided by operating activities, page 42

2.     Your disclosure of operating cash flow generated from "net earnings
including
       noncontrolling interests, adjusted for non-cash items," appears to be a
non-GAAP
       financial measure. Please remove this measure from your disclosure or
provide the
       disclosure required by Item 10(e) of Regulation S-K.
Item 2.02 Form 8-K dated December 5, 2024
Exhibit 99.1
Third Quarter Financial Results, page 2

3.     You present the change in FIFO Gross Margin Rate in the financial
results table and
       discuss the change in FIFO gross margin rate, excluding fuel, in the
narrative
       disclosure without disclosing and discussing the change of its most
directly
       comparable GAAP measure. Please revise to present GAAP gross margin with
equal
       or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K
and Question
       102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure
       Interpretations.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Please contact Suying Li at 202-551-3335 or Angela Lumley at
202-551-3398 if you
have any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services