KROGER CO — Director's Dealing 2007

Mar 26, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2007-03-22

Reporting Person: DILLON DAVID B (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-03-22	Common Stock	M	30000	$13.4375	Acquired	713329.5737	Direct
2007-03-22	Common Stock	F	20540	$28.295	Disposed	692789.5737	Direct
2007-03-22	Common Stock	G	4000	$0.00	Disposed	688789.5737	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-22	Non-Qualified Performance Stock Option	$13.4375	M	30000	Disposed	2007-05-15	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	219300	Indirect
Common Stock	36016	Indirect

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 will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 63% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum of 13% appreciation per annum from the date of grant or 200% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.