KROGER CO — Director's Dealing 2004

Jan 15, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2004-01-15

Reporting Person: ZINCKE ROBERT E (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-15	Common Stock	M	48000	$5.845	Acquired	144444.7519	Direct
2004-01-15	Common Stock	S	48000	$18.75	Disposed	96444.7519	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-15	Non-Qualified Stock Option	$5.845	M	48000	Disposed	2004-05-18	Common Stock (48000)	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.