KROGER CO — Director's Dealing 2005

Dec 14, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2005-12-12

Reporting Person: DILLON DAVID B (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-12	Common Stock	F	20886	—	Disposed	619564.1701	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	219100	Indirect
Common Stock	54024	Indirect

Footnotes

F1: Payment of tax liability associated with restricted stock.

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.