KROGER CO — Director's Dealing 2005

Jul 13, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2005-07-12

Reporting Person: HENDERSON SCOTT M (Vice President & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-12	Common Stock	M	9000	$13.44	Acquired	19376.4321	Direct
2005-07-12	Common Stock	M	9000	$13.4375	Acquired	28376.4321	Direct
2005-07-12	Common Stock	S	18000	$19.39	Disposed	10376.4321	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-07-12	Non-Qualified Stock Option	$13.4400	M	9000	Disposed	2007-05-14	Common Stock (9000)	Direct
2005-07-12	Non-Qualified Performance Stock Options	$13.4375	M	9000	Disposed	2007-05-14	Common Stock (9000)	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 amounts over a five-year period, at the rate of 20% per year commencing one year from the date of grant.

F3: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 63% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum of 13% appreciation per annum from the date of grant or 200% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.