KROGER CO — Director's Dealing 2007

Feb 28, 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: MCGEORGE DON W (Director, President & COO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	214345.0006	Direct
Common Stock	10152.0206	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Performance Stock Option	$13.4375	2007-05-15	Common Stock (18000)	18000	Direct
Non-Qualified Performance Stock Option	$22.2344	2008-04-16	Common Stock (22500)	22500	Direct
Non-Qualified Performance Stock Option	$27.1719	2009-05-27	Common Stock (30000)	30000	Direct
Non-Qualified Performance Stock Option	$16.5938	2010-02-11	Common Stock (25000)	25000	Direct
Non-Qualified Performance Stock Option	$24.43	2011-05-10	Common Stock (25000)	25000	Direct
Non-Qualified Performance Stock Option	$22.995	2012-05-09	Common Stock (25000)	25000	Direct
Non-Qualified Stock Option	$14.925	2012-12-12	Common Stock (150000)	150000	Direct
Non-Qualified Stock Option	$17.31	2014-05-06	Common Stock (75000)	75000	Direct
Non-Qualified Stock Option	$16.385	2015-05-05	Common Stock (75000)	75000	Direct
Non-Qualified Stock Option	$19.94	2016-05-04	Common Stock (60000)	60000	Direct
Non-Qualified Stock Option	$22.995	2012-05-09	Common Stock (50000)	50000	Direct
Non-Qualified Stock Option	$24.43	2011-05-10	Common Stock (25000)	25000	Direct
Non-Qualified Stock Option	$16.5938	2010-02-11	Common Stock (125000)	125000	Direct
Non-Qualified Stock Option	$27.1719	2009-05-27	Common Stock (30000)	30000	Direct
Non-Qualified Stock Option	$14.7657	2007-07-17	Common Stock (30000)	30000	Direct
Non-Qualified Stock Option	$22.2344	2008-04-16	Common Stock (22500)	22500	Direct
Non-Qualified Stock Option	$13.44	2007-05-15	Common Stock (18000)	18000	Direct

Footnotes

F1: Between January 29, 2006 and February 3, 2007, the reporting person's spouse acquired 89.0689 shares of Kroger common stock 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 will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 75% 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 252% 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 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.

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 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.

F6: 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.

F7: 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.