Sec Form 5 Filing - Burgon E John @ KROGER CO - 2006-01-28

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Burgon E John 2. Issuer Name and Ticker or Trading Symbol KROGER CO [ KR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 1014 VINE STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2006 (Street) CINCINNATI, OH45202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 52,781.5079 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option $ 10.375 ( 2 ) 04/17/2006 Common Stock 48,000 48,000 D Non-Qualified Stock Option $ 13.4375 ( 3 ) 05/14/2007 Common Stock 18,000 18,000 D Non-Qualified Performance Stock Option $ 13.4375 ( 4 ) 05/14/2007 Common Stock 18,000 18,000 D Non-Qualified Stock Option $ 22.2344 ( 3 ) 04/15/2008 Common Stock 18,000 18,000 D Non-Qualified Performance Stock Option $ 22.2344 ( 4 ) 04/15/2008 Common Stock 18,000 18,000 D Non-Qualified Stock Option $ 27.1719 ( 3 ) 05/26/2009 Common Stock 18,000 18,000 D Non-Qualified Performance Stock Option $ 27.1719 ( 5 ) 05/26/2009 Common Stock 18,000 18,000 D Non-Qualified Stock Option $ 16.5938 ( 3 ) 02/10/2010 Common Stock 10,000 10,000 D Non-Qualified Performance Stock Option $ 16.5938 ( 6 ) 02/10/2010 Common Stock 10,000 10,000 D Non-Qualified Stock Option $ 24.43 ( 3 ) 05/09/2011 Common Stock 10,000 10,000 D Non-Qualified Performance Stock Option $ 24.43 ( 7 ) 05/09/2011 Common Stock 10,000 10,000 D Non-Qualified Stock Option $ 22.995 ( 3 ) 05/09/2012 Common Stock 20,000 20,000 D Non-Qualified Performance Stock Option $ 22.995 ( 8 ) 05/09/2012 Common Stock 10,000 10,000 D Non-Qualified Stock Option $ 14.925 ( 3 ) 12/12/2012 Common Stock 60,000 60,000 D Non-Qualified Stock Option $ 17.31 ( 3 ) 05/06/2014 Common Stock 30,000 30,000 D Non-Qualified Stock Option $ 15.665 ( 3 ) 09/16/2014 Common Stock 10,000 10,000 D Non-Qualified Stock Option $ 16.385 ( 3 ) 05/05/2015 Common Stock 40,000 40,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Burgon E John 1014 VINE STREET CINCINNATI, OH45202 Senior Vice President Signatures /s/ E. John Burgon 02/21/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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 75% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 15% appreciation per annum from the date of grant or 252% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested. ( 6 )These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved an 81% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 16% appreciation per annum from the date of grant or 280% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested. ( 7 )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 78% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 15% appreciation per annum from the date of grant or 208% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested. ( 8 )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 55% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 13% appreciation per annum from the date of grant or 185% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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