KROGER CO — Director's Dealing 2008

Jul 17, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2008-07-16

Reporting Person: GRIESHABER JOSEPH A JR (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-16	Common Stock	M	4500	$16.5938	Acquired	42583.5639	Direct
2008-07-16	Common Stock	M	9000	$14.925	Acquired	51583.5639	Direct
2008-07-16	Common Stock	S	4500	$28.675	Disposed	47083.5639	Direct
2008-07-16	Common Stock	S	9000	$28.70	Disposed	38083.5639	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-07-16	Non-Qualified Stock Option	$16.5938	M	4500	Disposed	2010-02-10	Common Stock (4500)	Direct
2008-07-16	Non-Qualified Stock Option	$14.925	M	9000	Disposed	2012-12-12	Common Stock (9000)	Direct

Footnotes

F1: This sale price represents a weighted average of aggregated sales transactions with sale prices ranging from $28.67 to $28.68. The reporting person will supply the Staff, issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F2: This sale price represents a weighted average of aggregated sales transactions with sale prices ranging from $28.69 to $28.7113. The reporting person will supply the Staff, issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F3: 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.

F4: 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.