KROGER CO — Director's Dealing 2006

Dec 7, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2006-12-06

Reporting Person: BECKER DONALD E (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-06	Common Stock	M	18000	$13.44	Acquired	131698.4998	Direct
2006-12-06	Common Stock	F	13430	$23.28	Disposed	118268.4998	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-06	Non-Qualified Stock Option	$13.44	M	18000	Disposed	2007-05-15	Common Stock (18000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10228	Indirect
Common Stock	1050	Indirect

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.

F2: These options were granted under a long-term incentive 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 the grant.