KROGER CO — Director's Dealing 2006

Sep 18, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2006-09-15

Reporting Person: HENDERSON SCOTT M (Vice President & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-15	Common Stock	M	6000	$14.925	Acquired	19981.3422	Direct
2006-09-15	Common Stock	S	100	$22.35	Disposed	19881.3422	Direct
2006-09-15	Common Stock	S	100	$22.34	Disposed	19781.3422	Direct
2006-09-15	Common Stock	S	4500	$22.33	Disposed	15281.3422	Direct
2006-09-15	Common Stock	S	1300	$22.32	Disposed	13981.3422	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-15	Non-Qualified Stock Option	$14.925	M	6000	Disposed	2012-12-12	Common Stock (6000)	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.

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.