KROGER CO — Director's Dealing 2004

Dec 15, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2004-12-13

Reporting Person: ORTEGA KATHERINE D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-13	Common Stock	M	8000	$6.5325	Acquired	27356	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-13	Non-Qualified Stock Option	$6.5325	M	8000	Disposed	2005-05-17	Common Stock (8000)	Direct

Footnotes

F1: These options were granted under an option plan of The Kroger Co. and vest in equal annual installments in whole share amounts over a three-year period, at the rate of one-third per year commencing one year after the date of grant, with the remainder vesting three years from the date of grant.