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KROGER CO Director's Dealing 2005

Jun 24, 2005

30047_dirs_2005-06-24_165012c0-7c43-45b8-9fac-e25e6656c209.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2005-06-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-06-22	Common Stock	S	3456	$19.39	Disposed	277261.4689	Direct
2005-06-22	Common Stock	S	700	$19.35	Disposed	276561.4689	Direct
2005-06-22	Common Stock	I	6034.0387	$19.4097	Disposed	270527.4302	Direct
2005-06-22	Common Stock	S	30000	$19.5624	Disposed	240527.4302	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10062.9985	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.