KROGER CO — Director's Dealing 2008

Nov 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2008-10-31

Reporting Person: Williams R. Pete (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-31	Common Stock	M	15788	$27.2344	Acquired	70645.1277	Direct
2008-10-31	Common Stock	S	15788	$27.85	Disposed	54857.1277	Direct
2008-11-03	Common Stock	M	212	$27.2344	Acquired	55069.1277	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-10-31	Non-Qualified Stock Option	$27.2344	M	15788	Disposed	2008-12-03	Common Stock (15788)	Direct
2008-11-03	Non-Qualified Stock Option	$27.2344	M	212	Disposed	2008-12-03	Common Stock (212)	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.