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KROGER CO Director's Dealing 2008

Aug 1, 2008

30047_dirs_2008-08-01_0f2ed6ce-4a30-472e-a83f-26cbab594ff2.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2008-07-17

Reporting Person: BECKER DONALD E (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-17	Common Stock	G	3571	$0.00	Disposed	165683.9779	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10228	Indirect
Common Stock	1050	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.