KROGER CO — Director's Dealing 2007

Sep 28, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2007-09-27

Reporting Person: MARMER LYNN (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-09-27	Common Stock	M	20000	$21.0625	Acquired	35687.5934	Direct
2007-09-27	Common Stock	M	18000	$22.2344	Acquired	53687.5934	Direct
2007-09-27	Common Stock	S	1600	$28.26	Disposed	52087.5934	Direct
2007-09-27	Common Stock	S	1691	$28.29	Disposed	50396.5934	Direct
2007-09-27	Common Stock	S	5800	$28.30	Disposed	44596.5934	Direct
2007-09-27	Common Stock	S	6300	$28.31	Disposed	38296.5934	Direct
2007-09-27	Common Stock	S	1572	$28.32	Disposed	36724.5934	Direct
2007-09-27	Common Stock	S	300	$28.329	Disposed	36424.5934	Direct
2007-09-27	Common Stock	S	9300	$28.33	Disposed	27124.5934	Direct
2007-09-27	Common Stock	S	300	$28.339	Disposed	26824.5934	Direct
2007-09-27	Common Stock	S	4800	$28.34	Disposed	22024.5934	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.