PROCTORVILLE - Scottown resident Cynde Smith was supposed to be working the midnight shift early Tuesday morning.

Instead, she was outside in the Proctorville Kroger parking lot bundled up in warm clothing and drinking from her thermos of hot cocoa. She was striking for the first time and was ready.

"I love Kroger, but I love my family more," the mother of two said. "If we're working, we need to be taken care of."

Grocery workers at Kroger stores in Ohio, West Virginia and Kentucky went on strike Monday night days after Kroger clerks walked out in Southern California. More than 2,000 members of the United Food and Commercial Workers Local 400 approved the strike earlier Monday, rejecting the company's contract offer, union officials he said.

A Kroger spokesman said the company planned to close all 44 stores in the three states at midnight Monday; only its pharmacies will stay open.

Besides Proctorville, workers at the stores in Ashland, Ky., Gallipolis, Barboursville, W.Va., and the stores along Fifth Avenue and West Seventh Avenue in Huntington, W.Va., also walked off the job. Proctorville's employees walked out at 10 p.m.

''The proposal doesn't provide enough money to pay for our benefits,'' union president Jim Lowthers said. ''They ought to be providing for the families that helped earn that money.''

The union represents about 3,300 workers for the Cincinnati-based chain in 37 stores in West Virginia, five in Ohio and two in Kentucky.

Kroger proposed an 8 percent, or $9 million, increase for workers in Ohio, West Virginia and Kentucky, in what it pays into a health and welfare fund administered by a third party.

An independent actuary determined the fund needs an additional $29 million, Lowthers said.

The company's offer also included hourly pay raises this year and in 2005, along with lump-sum payments of $300-$500 in 2004 and 2006; and an increase in the number of full-time employees.

Pete Williams, president of Kroger's Mid-Atlantic region, wrote a letter to employees saying the company offers generous benefits compared to non-union grocers such as Wal-Mart ''who want our business and want your jobs.''

Kroger made $542 million in profits through the end of August, down $27 million from 2002.

Proctorville resident Debby Roberts, a 14-year employee at her town's Kroger, said she is in it for the long haul.

"We'll do whatever it takes," she said. "I worked to 10 p.m. and punched out. Somebody will be here 24 hours a day."

"It's just not me. Some people have worked here for years and have families to raise. We can't afford to go without our benefits. The only thing we want is what we deserve - nothing more."

The Associated Press contributed to this report.