KROGER CO — Director's Dealing 2007

Sep 17, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2006-09-14

Reporting Person: VAN OFLEN MARY ELIZABETH (Vice President & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-14	Common Stock	A	3000	$0.00	Acquired	16596.0585	Direct
2007-09-14	Common Stock	F	300	$26.92	Disposed	16296.0585	Direct

Footnotes

F1: This transaction should have been reported by the reporting person on a prior Form 4, but inadvertently was not reported.

F2: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse in equal annual installments in whole amounts over a three-year period, at the rate of 33% per year commencing one year from the date of the award.

F3: Payment of tax liability associated with restricted stock.

F4: 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.