KROGER CO — Director's Dealing 2006

Mar 30, 2006

SEC Form 4/A — Form 4/A

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2006-03-28

Reporting Person: DILLON DAVID B (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-28	Common Stock	G	2600	—	Disposed	609035.1036	Direct
2006-03-28	Common Stock	G	200	—	Acquired	219300	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	54024	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.

F2: This amendment is made to reflect that the previously reported gift was made in part to a child of the reporting person and should result in an increase in the indirectly-held shares.