KROGER CO — Director's Dealing 2006

Apr 17, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2006-04-13

Reporting Person: SCHLOTMAN J MICHAEL (Senior Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-04-13	Common Stock	I	1097.7586	$19.8368	Acquired	66885.7618	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2005	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.