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: HESCHEL MICHAEL S (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-06	Non-Qualified Stock Option	$17.31	A	45000	Acquired	2014-05-06	Common Stock (45000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	146485.5826	Direct

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.

F2: 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.