UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to
Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
KROGER CO.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
501044101
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 501044101
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1. |
NAME OF REPORTING PERSON |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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5. |
SOLE VOTING POWER |
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6. |
SHARED VOTING POWER |
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7. |
SOLE DISPOSITIVE POWER |
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8. |
SHARED DISPOSITIVE POWER |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
TYPE OF REPORTING PERSON* |
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*SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 501044101
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1. |
NAME OF REPORTING PERSON |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
5. |
SOLE VOTING POWER |
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6. |
SHARED VOTING POWER |
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7. |
SOLE DISPOSITIVE POWER |
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8. |
SHARED DISPOSITIVE POWER |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
TYPE OF REPORTING PERSON* |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a) Name of Issuer |
Kroger Co. |
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1(b) Address of Issuer's Principal Executive Offices: |
1014 Vine Street Cincinnati, OH 45202 |
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Item 2(a) Name of Person Filing: |
Harris Associates L.P. ("Harris") |
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2(b) Address of Principal Business Office or, if none, Residence: |
Both Harris and the General Partner maintain their principal offices at: |
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2(c) Citizenship: |
Harris is a Delaware limited partnership. |
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2(d) Title of Class of Securities: |
Common Stock, $1.00 Par Value (the "Shares") |
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2(e) CUSIP Number: |
501044101 |
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Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b): |
Not applicable. |
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Item 4 Ownership (at December 31, 2004): |
1,560,200 Shares |
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4(b) Percent of Class: |
0.21% |
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4(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: |
None |
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(ii) shared power to vote or to direct the vote: |
1,560,200 |
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(iii) sole power to dispose or to direct the disposition of: |
1,560,200 |
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(iv) shared power to dispose or to direct the disposition of: |
0 |
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Harris has been granted the power to vote Shares in circumstances it determines to be appropriate in connection with assisting its advised clients to whom it renders financial advise in the ordinary course of business, by either providing information or advice to the persons having such power, or by exercising the power to vote.
Item 5 Ownership of Five Percent or Less of a Class:
As of December 31, 2004, Harris ceased to be a beneficial owner of more than 5%
of any class of shares.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
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Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 6, 2005
Harris Associates, Inc., for itself and, as
general partner of Harris Associates L.P.
By:/s/ Janet L. Reali
Janet L. Reali
Vice President & General Counsel