KROGER CO — Director's Dealing 2005

Sep 19, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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
2005-09-16	Common Stock	M	72000	$10.375	Acquired	712450.1701	Direct
2005-09-16	Common Stock	S	26800	$20.50	Disposed	685650.1701	Direct
2005-09-16	Common Stock	S	5900	$20.51	Disposed	679750.1701	Direct
2005-09-16	Common Stock	S	14900	$20.52	Disposed	664850.1701	Direct
2005-09-16	Common Stock	S	16900	$20.53	Disposed	647950.1701	Direct
2005-09-16	Common Stock	S	7500	$20.54	Disposed	640450.1701	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-09-16	Non-Qualified Stock Option	$10.375	M	72000	Disposed	2006-04-17	Common Stock (72000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	225100	Indirect
Common Stock	54024	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.

F2: These options were granted under an option plan of The Kroger Co. and vest in equal annual installments in whole share amounts over a three-year period, at the rate of one-third per year commencing one year after the date of grant, with the remainder vesting three years from the date of grant.