KROGER CO — Director's Dealing 2005

Sep 22, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2005-09-16

Reporting Person: MCGEORGE DON W (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-09-16	Common Stock	G	500	—	Disposed	229755.0006	Direct
2005-09-19	Common Stock	G	1000	—	Disposed	228755.0006	Direct
2005-09-20	Common Stock	G	1200	—	Disposed	227555.0006	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10062.8905	Indirect

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.