KROGER CO — Director's Dealing 2004

May 18, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2004-05-17

Reporting Person: HELDMAN PAUL W (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-17	Common Stock	M	50000	$5.8450	Acquired	254340.9838	Direct
2004-05-17	Common Stock	F	30727	—	Disposed	223613.9838	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-17	Non-Qualified Stock Option	$5.8450	M	50000	Disposed	2004-05-18	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	320	Indirect

Footnotes

F1: 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.