KROGER CO — Director's Dealing 2007

Mar 21, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2007-03-19

Reporting Person: BOEHM WILLIAM T (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-03-19	Common Stock	M	9000	$13.44	Acquired	86037.3291	Direct
2007-03-19	Common Stock	M	9000	$13.4375	Acquired	95037.3291	Direct
2007-03-19	Common Stock	S	17800	$26.98	Disposed	77237.3291	Direct
2007-03-19	Common Stock	S	200	$26.99	Disposed	77037.3291	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-19	Non-Qualified Performance Stock Option	$13.4375	M	9000	Disposed	2007-05-15	Common Stock (9000)	Direct
2007-03-19	Non-Qualified Stock Option	$13.44	M	9000	Disposed	2007-05-15	Common Stock (9000)	Direct

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.

F3: 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.