KROGER CO — Director's Dealing 2007

Mar 30, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2007-03-29

Reporting Person: JOHNSON CARVER L (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-03-29	Common Stock	M	48000	$14.925	Acquired	58935	Direct
2007-03-29	Common Stock	M	10000	$15.5625	Acquired	68935	Direct
2007-03-29	Common Stock	M	6000	$16.385	Acquired	74935	Direct
2007-03-29	Common Stock	M	50000	$16.5938	Acquired	124935	Direct
2007-03-29	Common Stock	M	12000	$17.31	Acquired	136935	Direct
2007-03-29	Common Stock	M	16000	$22.995	Acquired	152935	Direct
2007-03-29	Common Stock	M	10000	$24.43	Acquired	162935	Direct
2007-03-29	Common Stock	S	133400	$28.32	Disposed	29535	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-29	Non-Qualified Stock Option	$22.995	M	16000	Disposed	2012-05-09	Common Stock (16000)	Direct
2007-03-29	Non-Qualified Stock Option	$14.925	M	48000	Disposed	2012-12-12	Common Stock (48000)	Direct
2007-03-29	Non-Qualified Stock Option	$17.31	M	12000	Disposed	2014-05-06	Common Stock (12000)	Direct
2007-03-29	Non-Qualified Stock Option	$16.385	M	6000	Disposed	2015-05-05	Common Stock (6000)	Direct
2007-03-29	Non-Qualified Stock Option	$24.43	M	10000	Disposed	2011-05-10	Common Stock (10000)	Direct
2007-03-29	Non-Qualified Stock Option	$15.5625	M	10000	Disposed	2009-12-09	Common Stock (10000)	Direct
2007-03-29	Non-Qualified Stock Option	$16.5938	M	50000	Disposed	2010-02-11	Common Stock (50000)	Direct

Footnotes

F1: Represents the weighted average of shares sold at prices varying from $28.00 to $28.395 per share. Shares were sold at the market in connection with one market order placed by the reporting person.

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.