KROGER CO — Director's Dealing 2005

Dec 12, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2005-12-08

Reporting Person: Ellis Michael L (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-08	Common Stock	A	30000	—	Acquired	53150.1388	Direct

Footnotes

F1: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions lapse as to 20% one year from the date of the award, as to 20% two years from the date of the award, and as to 60% three years from the date of the award.

F2: 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.