KROGER CO — Director's Dealing 2004

Mar 10, 2004

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2004-01-31

Reporting Person: DILLON DAVID B (Director, Chief Executive Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	703020.9243	Direct
Common Stock	224200.0000	Indirect
Common Stock	54024	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option	$6.3750	2005-04-19	Common Stock (64000)	64000	Direct
Non-Qualified Stock Option	$6.9225	2005-06-18	Common Stock (36000)	36000	Direct
Non-Qualified Stock Option	$10.3750	2006-04-17	Common Stock (72000)	72000	Direct
Non-Qualified Stock Option	$13.4375	2007-05-14	Common Stock (30000)	30000	Direct
Non-Qualified Performance Stock Option	$13.4375	2007-05-14	Common Stock (30000)	30000	Direct
Non-Qualified Stock Option	$22.2344	2008-04-15	Common Stock (35000)	35000	Direct
Non-Qualified Performance Stock Option	$22.2344	2008-04-15	Common Stock (35000)	35000	Direct
Non-Qualified Stock Option	$27.1719	2009-05-26	Common Stock (50000)	50000	Direct
Non-Qualified Performance Stock Option	$27.1719	2009-05-26	Common Stock (50000)	50000	Direct
Non-Qualified Stock Option	$16.5938	2010-02-10	Common Stock (175000)	175000	Direct
Non-Qualified Performance Stock Option	$16.5938	2010-02-10	Common Stock (35000)	35000	Direct
Non-Qualified Stock Option	$24.4300	2011-05-09	Common Stock (35000)	35000	Direct
Non-Qualified Performance Stock Option	$24.4300	2011-05-09	Common Stock (35000)	35000	Direct
Non-Qualified Stock Option	$22.9950	2012-05-09	Common Stock (70000)	70000	Direct
Non-Qualified Performance Stock Option	$22.9950	2012-05-09	Common Stock (35000)	35000	Direct
Non-Qualified Stock Option	$14.9250	2012-12-12	Common Stock (420000)	420000	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 will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 63% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum of 13% appreciation per annum from the date of grant or 200% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

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.

F4: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 75% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 15% appreciation per annum from the date of grant or 252% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

F5: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved an 81% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 16% appreciation per annum from the date of grant or 280% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

F6: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 78% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 15% appreciation per annum from the date of grant or 208% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

F7: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 55% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 13% appreciation per annum from the date of grant or 185% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.