KROGER CO — Director's Dealing 2004

Jan 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2004-01-23

Reporting Person: HENDERSON SCOTT M (Vice President & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-23	Common Stock	M	10000	$10.375	Acquired	19128.4669	Direct
2004-01-23	Common Stock	S	1100	$18.62	Disposed	18028.4669	Direct
2004-01-23	Common Stock	S	1500	$18.61	Disposed	16528.4669	Direct
2004-01-23	Common Stock	S	7400	$18.60	Disposed	9128.4669	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-23	Non-Qualified Stock Option	$10.375	M	10000	Disposed	2006-04-17	Common Stock (10000)	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.