KROGER CO — Director's Dealing 2008

Oct 14, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: DILLON DAVID B (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-10	Common Stock	G	3500	$0.00	Disposed	868174.1243	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	168432	Indirect
Common Stock	18008	Indirect

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.