KROGER CO — Director's Dealing 2008

Dec 11, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2008-12-10

Reporting Person: HENDERSON SCOTT M (Vice President & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-10	Common Stock	M	9600	$17.31	Acquired	29971.9388	Direct
2008-12-10	Common Stock	M	7200	$16.385	Acquired	37171.9388	Direct
2008-12-10	Common Stock	S	900	$25.735	Disposed	36271.9388	Direct
2008-12-10	Common Stock	S	500	$25.74	Disposed	35771.9388	Direct
2008-12-10	Common Stock	S	8300	$25.745	Disposed	27471.9388	Direct
2008-12-10	Common Stock	S	2800	$25.75	Disposed	24671.9388	Direct
2008-12-10	Common Stock	S	300	$25.76	Disposed	24371.9388	Direct
2008-12-10	Common Stock	S	1800	$25.77	Disposed	22571.9388	Direct
2008-12-10	Common Stock	S	2100	$25.78	Disposed	20471.9388	Direct
2008-12-10	Common Stock	S	100	$25.785	Disposed	20371.9388	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-10	Non-Qualified Stock Option	$17.31	M	9600	Disposed	2014-05-06	Common Stock (9600)	Direct
2008-12-10	Non-Qualified Stock Option	$16.385	M	7200	Disposed	2015-05-05	Common Stock (7200)	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 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.