KROGER CO — Director's Dealing 2007

Mar 8, 2007

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2007-02-03

Reporting Person: JOHNSON CARVER L (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2002-09-10	Common Stock	F	319	$18.275	Disposed	12172	Direct
2002-12-06	Common Stock	F	638	$15.22	Disposed	11534	Direct
2003-09-10	Common Stock	F	599	$18.96	Disposed	10935	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Performance Stock Option	$16.5938	2010-02-11	Common Stock (10000)	10000	Direct
Non-Qualified Performance Stock Option	$22.995	2012-05-09	Common Stock (10000)	10000	Direct
Non-Qualified Performance Stock Option	$24.43	2011-05-10	Common Stock (10000)	10000	Direct
Non-Qualified Stock Option	$22.995	2012-05-09	Common Stock (20000)	20000	Direct
Non-Qualified Stock Option	$14.925	2012-12-12	Common Stock (60000)	60000	Direct
Non-Qualified Stock Option	$17.31	2014-05-06	Common Stock (30000)	30000	Direct
Non-Qualified Stock Option	$16.385	2015-05-05	Common Stock (30000)	30000	Direct
Non-Qualified Stock Option	$19.94	2016-05-04	Common Stock (15000)	15000	Direct
Non-Qualified Stock Option	$24.43	2011-05-10	Common Stock (10000)	10000	Direct
Non-Qualified Stock Option	$15.5625	2009-12-09	Common Stock (10000)	10000	Direct
Non-Qualified Stock Option	$16.5938	2010-02-11	Common Stock (50000)	50000	Direct

Footnotes

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

F2: Payment of tax liability associated with restricted stock.

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 an 81% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 16% appreciation per annum from the date of grant or 280% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

F4: 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 55% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 13% appreciation per annum from the date of grant or 185% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

F5: 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 78% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 15% appreciation per annum from the date of grant or 208% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

F6: 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.