KROGER CO — Director's Dealing 2005

Sep 20, 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	M	48000	$10.375	Acquired	278255.4302	Direct
2005-09-16	Common Stock	S	7000	$20.70	Disposed	271255.4302	Direct
2005-09-16	Common Stock	S	1700	$20.74	Disposed	269555.4302	Direct
2005-09-16	Common Stock	S	39300	$20.75	Disposed	230255.4302	Direct
2005-09-19	Common Stock	I	.4296	$20.46	Disposed	230255.0006	Direct
2005-09-19	Common Stock	I	.1080	$20.37	Disposed	10062.8905	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-09-16	Non-Qualified Stock Option	$10.375	M	48000	Disposed	2006-04-17	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.

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.