KROGER CO — Director's Dealing 2008

Jul 9, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2008-07-08

Reporting Person: SCHLOTMAN J MICHAEL (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-08	Common Stock	S	2000	$29.79	Disposed	105900.8028	Direct
2008-07-08	Common Stock	S	100	$29.789	Disposed	105800.8028	Direct
2008-07-08	Common Stock	S	665	$29.785	Disposed	105135.8028	Direct
2008-07-08	Common Stock	S	1200	$29.77	Disposed	103935.8028	Direct
2008-07-08	Common Stock	S	500	$29.765	Disposed	103435.8028	Direct
2008-07-08	Common Stock	S	650	$29.755	Disposed	102785.8028	Direct
2008-07-08	Common Stock	S	1000	$29.7701	Disposed	101785.8028	Direct
2008-07-08	Common Stock	S	1500	$29.7901	Disposed	100285.8028	Direct
2008-07-08	Common Stock	S	1100	$29.775	Disposed	99185.8028	Direct
2008-07-08	Common Stock	S	2350	$29.8001	Disposed	96835.8028	Direct
2008-07-08	Common Stock	S	1000	$29.8101	Disposed	95835.8028	Direct
2008-07-08	Common Stock	S	1000	$29.8301	Disposed	94835.8028	Direct
2008-07-08	Common Stock	S	100	$29.85	Disposed	94735.8028	Direct
2008-07-08	Common Stock	S	300	$29.845	Disposed	94435.8028	Direct
2008-07-08	Common Stock	S	1150	$29.855	Disposed	93285.8028	Direct
2008-07-08	Common Stock	S	200	$29.86	Disposed	93085.8028	Direct
2008-07-08	Common Stock	S	100	$29.869	Disposed	92985.8028	Direct
2008-07-08	Common Stock	S	700	$29.87	Disposed	92285.8028	Direct
2008-07-08	Common Stock	S	1400	$29.84	Disposed	90885.8028	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2805	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.