KROGER CO — Director's Dealing 2004

Sep 17, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2004-09-16

Reporting Person: Ellis Michael L (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-16	Common Stock	A	12000	—	Acquired	25698.1388	Direct

Footnotes

F1: Restricted stock awarded pursuant to the 2002 Long-Term Incentive Plan. The restrictions on 2000 shares lapse on 09/16/2005. The restrictions on 3000 shares lapse on 09/15/2006. The restrictions on 3000 shares lapse on 09/17/2007, and the restrictions on 4000 shares lapse on 09/16/2008.

F2: The total amount of securities directly owned by the reporting person includes shares in the Company's employee benefit plans which are deemed to be 'tax-conditioned plans' pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.