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: BECKER DONALD E (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-16	Common Stock	A	10000	—	Acquired	51820.6460	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10228	Indirect
Common Stock	1050	Indirect

Footnotes

F1: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse as to 25% one year from the date of the award, as to 25% two years from the date of the award, and as to 50% three years from the date of the award.

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.