KROGER CO — Director's Dealing 2004

May 10, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2004-05-06

Reporting Person: COVERT GEOFFREY J (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-06	Common Stock	A	15000	—	Acquired	60363.5233	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-06	Non-Qualified Stock Option	$17.31	A	40000	Acquired	2014-05-06	Common Stock (40000)	Direct

Footnotes

F1: Restricted stock awarded pursuant to the 2002 Long-Term Incentive Plan. The restrictions on these shares lapse as to 20% one year from the date of the award, as to 20% two years from the date of the award, and as to 60% 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.

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.