8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: December 8, 2005

(Date of earliest event reported)

THE KROGER CO.

(Exact name of registrant as specified in its charter)

An Ohio Corporation	No. 1-303	31-0345740
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Number)

1014 Vine Street

Cincinnati, OH 45201

(Address of principal executive offices)

Registrant’s telephone number: (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1—Registrant’s Business and Operations

1.01. Entry into a Material Definitive Agreement.

Establishment of 2006 Long-Term Bonus Plan

At a meeting of the Compensation Committee on December 8, 2005, the Committee established, and the Board approved, the 2006 long-term bonus plan, in which certain key executives, including the Chief Executive Officer and the other named executive officers, are eligible to participate. The purpose of the Plan is to increase long-term performance of the Company and to improve the competitiveness of long-term compensation of participants. A description of the 2006 long-term bonus plan is set forth on Exhibit 99.1 hereto.

Section 9—Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

99.1 Description of 2006 Long-Term Bonus Plan.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

	THE KROGER CO.
December 14, 2005	By:	/s/ Paul Heldman
		Paul Heldman
		Senior Vice President, Secretary
		and General Counsel

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Description of 2006 Long-Term Bonus Plan.

EX-99.1

Exhibit 99.1

The 2006 Long-Term Bonus Plan is a performance-based bonus plan designed to reward participants for improving the long-term performance of the Company and to improve the competitiveness of the long-term compensation of participants. Bonuses are earned based on the extent to which the Company is successful in (i) improving its performance in four key categories (people, shopping experience, product and price), based on results of customer surveys in which scores ranging from 1 to 100 are awarded, and (ii) reducing total operating costs (as defined in the plan) as a percentage of sales; as the Committee and the Board believe that improvements in these areas will result in increased shareholder value.

The Plan consists of two components; the first covering fiscal years 2006 and 2007, with any bonus earned for that period paid in March 2008, and the second covering fiscal years 2006 through 2009, with any bonus earned for that period paid in March 2010. In the case of the key categories, actual performance is compared to the average of the performance for quarters 3 and 4 of 2004. Provided that improvement is achieved in each of the four key areas, for each one point improvement in the Company’s score, a bonus amount equal to one percent of the participant’s base salary as of the end of fiscal 2005, will be earned. In the case of total operating costs, actual performance is measured against total operating costs for fiscal year 2005. For each basis point reduction in total operating costs, an additional bonus amount equal to one-quarter of one percent of the participant’s salary as of the end of fiscal 2005, will be earned.

The Committee, and in the case of the Chief Executive Officer the entire Board, administers the plan and determines the bonus payout amounts based on achievement of the performance criteria.