KROGER CO — Director's Dealing 2005

Mar 31, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2005-03-30

Reporting Person: Burgon E John (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-30	Common Stock	M	24000	$6.3750	Acquired	86545.5553	Direct
2005-03-30	Common Stock	M	24000	$7.5625	Acquired	110545.5553	Direct
2005-03-30	Common Stock	S	38100	$15.80	Disposed	72445.5553	Direct
2005-03-30	Common Stock	S	1300	$15.81	Disposed	71145.5553	Direct
2005-03-30	Common Stock	S	8600	$15.84	Disposed	62545.5553	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-30	Non-Qualified Stock Option	$6.3750	M	24000	Disposed	2005-04-19	Common Stock (24000)	Direct
2005-03-30	Non-Qualified Stock Option	$7.5625	M	24000	Disposed	2005-07-19	Common Stock (24000)	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.