KROGER CO — Director's Dealing 2004

Sep 17, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Ellis Michael L (Group Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13698.1388	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option	$8.3440	2007-01-23	Common Stock (5152)		Direct
Incentive Stock Option	$17.9685	2008-01-20	Common Stock (8000)		Direct
Incentive Stock Option	$23.8750	2008-07-17	Common Stock (2000)		Direct
Non-Qualified Stock Option	$27.1719	2009-05-26	Common Stock (9000)		Direct
Non-Qualified Performance Stock Option	$27.1719	2009-05-26	Common Stock (9000)		Direct
Non-Qualified Stock Option	$16.5938	2010-02-10	Common Stock (4500)		Direct
Non-Qualified Performance Stock Option	$16.5938	2010-02-10	Common Stock (4500)		Direct
Non-Qualified Stock Option	$24.4300	2011-05-09	Common Stock (6000)		Direct
Non-Qualified Performance Option	$24.4300	2011-05-09	Common Stock (6000)		Direct
Non-Qualified Stock Option	$22.9950	2012-05-09	Common Stock (6000)		Direct
Non-Qualified Performance Stock Option	$22.9950	2012-05-09	Common Stock (6000)		Direct
Non-Qualified Stock Option	$14.9250	2012-12-12	Common Stock (12000)		Direct
Non-Qualified Stock Option	$17.3100	2014-05-06	Common Stock (12000)		Direct

Footnotes

F1: The total amount of securities directly owned by the reporting person includes 7,000 shares of restricted stock. The restrictions on 6,000 shares lapse on 12/10/2004, and the restrictions on the remaining 1,000 shares lapse on 03/31/2005.

F2: These incentive options were granted under various Fred Meyer, Inc. option plans and vest in equal annual installments in whole share amounts over a five-year period, at the rate of 20% per year commencing one year after the date of the grant.

F3: These options were granted under an option plan of The Kroger Co. and vest in equal annual installments in whole amounts over a five-year period, at the rate of 20% per year commencing one year from the date of grant.

F4: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 75% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 15% appreciation per annum from the date of grant or 252% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

F5: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved an 81% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 16% appreciation per annum from the date of grant or 280% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

F6: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 78% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 15% appreciation per annum from the date of grant or 208% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

F7: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 55% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 13% appreciation per annum from the date of grant or 185% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

F8: 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.