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KROGER CO Director's Dealing 2006

Dec 28, 2006

30047_dirs_2006-12-28_949b444d-34f4-4450-925b-608c5051bde5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2006-12-26

Reporting Person: PERRY M MARNETTE (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-26	Common Stock	I	32370.7474	$23.366	Acquired	121273.358	Direct
2006-12-27	Common Stock	S	5000	$23.03	Disposed	116273.358	Direct
2006-12-27	Common Stock	S	5000	$23.076	Disposed	111273.358	Direct
2006-12-27	Common Stock	S	5000	$23.033	Disposed	106273.358	Direct
2006-12-27	Common Stock	S	5000	$23.17	Disposed	101273.358	Direct
2006-12-28	Common Stock	S	11600	$23.07	Disposed	89673.358	Direct

Footnotes

F1: The total amount of securities directly owned by the reporting person includes shares in the Company's employee benefit plans that are deemed to be 'tax-conditioned plans' pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.