KROGER CO — Director's Dealing 2007

Mar 22, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2007-03-20

Reporting Person: MCGEORGE DON W (Director, President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-03-20	Common Stock	M	18000	$13.4375	Acquired	232345.0006	Direct
2007-03-20	Common Stock	M	18000	$13.44	Acquired	250345.0006	Direct
2007-03-20	Common Stock	M	30000	$14.7657	Acquired	280345.0006	Direct
2007-03-20	Common Stock	S	66000	$27.7295	Disposed	214345.0006	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-20	Non-Qualified Performance Stock Option	$13.4375	M	18000	Disposed	2007-05-15	Common Stock (18000)	Direct
2007-03-20	Non-Qualified Stock Option	$14.7657	M	30000	Disposed	2007-07-17	Common Stock (30000)	Direct
2007-03-20	Non-Qualified Stock Option	$13.44	M	18000	Disposed	2007-05-15	Common Stock (18000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10152.0206	Indirect

Footnotes

F1: Represents the weighted average of shares sold at prices varying from $27.13 to $28.085 per share. Shares were sold at the market in connection with one market order placed by the reporting person.

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.

F3: 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.

F4: 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.