KROGER CO — Director's Dealing 2007

Sep 21, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2007-09-20

Reporting Person: Williams R. Pete (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-09-20	Common Stock	A	10000	$0.00	Acquired	46572.1684	Direct

Footnotes

F1: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions lapse as follows: 2,500 shares on 9/19/2008; 2,500 shares on 9/19/2009; 5,000 shares on 9/20/2010.

F2: 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.