Pricing Agreement

Exhibit 1.1.1

Pricing Agreement

Citigroup Global Markets Inc.
Greenwich Capital Markets, Inc.

As Representatives of the several
Underwriters named in Schedule I hereto.

January 9, 2008

Dear Sirs:

     The Kroger Co., an Ohio corporation (the “Company”), and the Guarantors on Schedule A and on the signature pages hereto propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 9, 2008 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities (the “Designated Securities”) and related Guarantees specified in Schedule II hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities and related Guarantees. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of the Designated Securities and related Guarantees pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.

     An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities and related Guarantees, in the form heretofore delivered to you is now proposed to be filed with the Commission.

     Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters, and under other terms and conditions set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

     The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale information and the Prospectus. Schedule III hereto sets forth the Time of Sale Information made available at the Time of Sale.

     If the foregoing is in accordance with your understanding, please sign and return to us ten counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters, the Company and each of the Guarantors. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

Citigroup Global Markets Inc. Greenwich Capital Markets, Inc. Banc of America Securities LLC J.P. Morgan Securities Inc. Lazard Capital Markets LLC Piper Jaffray & Co. Rabo Securities USA, Inc. BNY Capital Markets, Inc. CastleOak Securities, L.P.
By:		Citigroup Global Markets Inc.
By:		/s/ Brian Bednarski
		Name: Brian Bednarski Title: Managing Director
By:		Greenwich Capital Markets, Inc.
By:		/s/ Steven B. Fitzpatrick
		Name: Steven B. Fitzpatrick Title: Managing Director

     On behalf of each of the Underwriters

SCHEDULE A

Name of Guarantor		State of Organization
Alpha Beta Company		California
Bay Area Warehouse Stores, Inc.		California
Bell Markets, Inc.		California
Cala Co.		Delaware
Cala Foods, Inc.		California
CB&S Advertising Agency, Inc.		Oregon
Crawford Stores, Inc.		California
Dillon Companies, Inc.		Kansas
Dillon Real Estate Co., Inc.		Kansas
Distribution Trucking Company		Oregon
F4L L.P.		Ohio
FM, Inc.		Utah
FMJ, Inc.		Delaware
Food 4 Less GM, Inc.		California
Food 4 Less Holdings, Inc.		Delaware
Food 4 Less Merchandising, Inc.		California
Food 4 Less of California, Inc.		California
Food 4 Less of Southern California, Inc.		Delaware
Fred Meyer, Inc.		Delaware
Fred Meyer Jewelers, Inc.		California
Fred Meyer Stores, Inc.		Ohio
Hughes Markets, Inc.		California
Hughes Realty, Inc.		California
Inter-American Foods, Inc.		Ohio
Junior Food Stores of West Florida, Inc.		Florida
J.V. Distributing, Inc.		Michigan
KRGP Inc.		Ohio
KRLP Inc.		Ohio
The Kroger Co. of Michigan		Michigan
Kroger Dedicated Logistics Co.		Ohio
Kroger Group Cooperative, Inc.		Ohio
Kroger Limited Partnership I		Ohio
Kroger Limited Partnership II		Ohio
Kroger Texas L.P.		Ohio
Kwik Shop, Inc.		Kansas
Mini Mart, Inc.		Wyoming
Peyton’s-Southeastern, Inc.		Tennessee

Quik Stop Markets, Inc.		California
Ralphs Grocery Company		Ohio
Second Story, Inc.		Washington
Smith’s Beverage of Wyoming, Inc.		Wyoming
Smith’s Food & Drug Centers, Inc.		Ohio
THGP Co., Inc.		Pennsylvania
THLP Co., Inc.		Pennsylvania
Topvalco, Inc.		Ohio
Turkey Hill L.P.		Pennsylvania

SCHEDULE I

Underwriter		Principal Amount of 6.150%
		Senior Notes To Be Purchased
Citigroup Global Markets Inc.		$	206,250,000
Greenwich Capital Markets, Inc.			187,500,000
J.P. Morgan Securities Inc.			75,000,000
Banc of America Securities LLC			75,000,000
Lazard Capital Markets LLC			75,000,000
Rabo Securities USA, Inc.			37,500,000
Piper Jaffray & Co.			37,500,000
BNY Capital Markets, Inc.			37,500,000
CastleOak Securities, L.P.			18,750,000
Total		$	750,000,000

SCHEDULE II

Title of Designated Securities:

     6.150% Senior Notes due 2020

Aggregate Principal Amount:

     $750,000,000 of 6.150% Senior Notes due 2020

Price to Public:

99.749% of the principal amount of the 6.150% Senior Notes due 2020, plus accrued interest from January 16, 2008

Purchase Price by Underwriters:

99.074% of the principal amount of the 6.150% Senior Notes due 2020, plus accrued interest from January 16, 2008

Specified Funds for Payment of Purchase Price:

     Immediately available funds

Indenture:

Indenture dated as of June 25, 1999, between the Company, the Guarantors and Firstar Bank, National Association, as Trustee, as supplemented by the First Supplemental Indenture, dated June 25, 1999, the Second Supplemental Indenture, dated June 25, 1999, the Third Supplemental Indenture, dated June 25, 1999, the Fourth Supplemental Indenture, dated September 22, 1999, the Fifth Supplemental Indenture, dated September 22, 1999, the Sixth Supplemental Indenture, dated September 22, 1999, the Seventh Supplemental Indenture, dated February 11, 2000, the Eighth Supplemental Indenture, dated February 11, 2000, the Ninth Supplemental Indenture, dated August 21, 2000, the Tenth Supplemental Indenture, dated May 11, 2001, the Eleventh Supplemental Indenture, dated May 11, 2001, the Twelfth Supplemental Indenture, dated August 16, 2001, the Thirteenth Supplemental Indenture, dated April 3, 2002, the Fourteenth Supplemental Indenture dated June 17, 2002, the Fifteenth Supplemental Indenture dated January 28, 2003, the Sixteenth Supplemental Indenture dated December 20, 2004, the Seventeenth Supplemental Indenture dated August 15, 2007 and the Eighteenth Supplemental Indenture dated January 16, 2008

Maturity:

     The 6.150% Senior Notes due 2020 will mature on January 15, 2020

Interest Rates:

     The 6.150% Senior Notes due 2020 will bear interest from January 16, 2008 at 6.150%

Interest Payment Dates:

Interest on the 6.150% Senior Notes due 2020 is payable semiannually on January 15 and July 15 of each year commencing on July 15, 2008

Redemption Provisions:

     As described in the preliminary prospectus supplement dated January 9, 2008

Change of Control Put:

     As described in the preliminary prospectus supplement dated January 9, 2008

Sinking Fund Provision:

     No sinking fund provisions

Defeasance Provisions:

     As described in the preliminary prospectus supplement dated January 9, 2008

Guarantees:

Guaranteed by the Guarantors set forth on the signature pages and Schedule A to the Pricing Agreement

     Time of Delivery:

     January 16, 2008

Closing Location:

Offices of Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza,
New York, New York 10004

Name and Address of Representatives:

Citigroup Global Markets Inc.
388/390 Greenwich Street
New York, NY 10013

Greenwich Capital Markets, Inc.
600 Steamboat Road Greenwich, CT 06830

Schedule III
Time of Sale Information

1.

Preliminary Prospectus Supplement, dated January 9, 2008, including the base prospectus included therein, dated December 20, 2007

2.

Term sheet, dated January 9, 2008

Schedule IV
The Kroger Co.
Pricing Term Sheet

6.150% Notes due January 15, 2020

Issuer:		The Kroger Co.
Principal Amount:		$750,000,000
Security Type:		Senior Note
Maturity:		January 15, 2020
Coupon:		6.150%
Price to Public:		99.749%
Yield to Maturity:		6.180%
Spread to Benchmark Treasury:		2.40%
Benchmark Treasury:		4.250% due November 15, 2017
Benchmark Treasury Spot and Yield:		103-26+, 3.780%
Interest Payment Dates:		January 15 and July 15, commencing July 15, 2008
Make-Whole Call:		Treasury Rate plus 35 basis points
Trade Date:		January 9, 2008
Settlement Date:		January 16, 2008 (T+5)
Denominations:		$2,000 x $1,000
Ratings:		Baa2 (stable outlook, Moody’s) / BBB-(positive outlook, S&P) / BBB (stable outlook, Fitch)
Joint Bookrunners:		Citigroup Global Markets Inc. Greenwich Capital Markets, Inc.
Co-Managers:		Banc of America Securities LLC
		J.P. Morgan Securities Inc.
		Lazard Capital Markets LLC
		Piper Jaffray & Co.
		Rabo Securities USA, Inc.
		BNY Capital Markets, Inc.
		CastleOak Securities, L.P.

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. collect at ###-###-#### or Greenwich Capital Markets, Inc. toll free at ###-###-####.

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