KROGER CO — Director's Dealing 2004

Apr 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2004-04-16

Reporting Person: PICHLER JOSEPH A (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-16	Common Stock	J	26800	—	Disposed	6360	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1177693.7735	Direct

Footnotes

F1: Represents a disposition to a tax-exempt public charity (under Internal Revenue Code Section 501(c)(3)), as a part of that organization's charitable gift annuity program.

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.