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	M	50000	$16.5938	Acquired	140885.8028	Direct
2008-07-08	Common Stock	S	4765	$29.885	Disposed	136120.8028	Direct
2008-07-08	Common Stock	S	100	$29.89	Disposed	136020.8028	Direct
2008-07-08	Common Stock	S	3100	$29.895	Disposed	132920.8028	Direct
2008-07-08	Common Stock	S	350	$29.835	Disposed	132570.8028	Direct
2008-07-08	Common Stock	S	100	$29.846	Disposed	132470.8028	Direct
2008-07-08	Common Stock	S	5300	$29.815	Disposed	127170.8028	Direct
2008-07-08	Common Stock	S	1600	$29.82	Disposed	125570.8028	Direct
2008-07-08	Common Stock	S	1400	$29.805	Disposed	124170.8028	Direct
2008-07-08	Common Stock	S	2535	$29.795	Disposed	121635.8028	Direct
2008-07-08	Common Stock	S	770	$29.80	Disposed	120865.8028	Direct
2008-07-08	Common Stock	S	1400	$29.81	Disposed	119465.8028	Direct
2008-07-08	Common Stock	S	600	$29.83	Disposed	118865.8028	Direct
2008-07-08	Common Stock	S	200	$29.89	Disposed	118665.8028	Direct
2008-07-08	Common Stock	S	800	$29.88	Disposed	117865.8028	Direct
2008-07-08	Common Stock	S	100	$29.90	Disposed	117765.8028	Direct
2008-07-08	Common Stock	S	300	$29.91	Disposed	117465.8028	Direct
2008-07-08	Common Stock	S	200	$29.905	Disposed	117265.8028	Direct
2008-07-08	Common Stock	S	900	$29.915	Disposed	116365.8028	Direct
2008-07-08	Common Stock	S	665	$29.875	Disposed	115700.8028	Direct
2008-07-08	Common Stock	S	700	$29.865	Disposed	115000.8028	Direct
2008-07-08	Common Stock	S	100	$29.849	Disposed	114900.8028	Direct
2008-07-08	Common Stock	S	500	$29.7601	Disposed	114400.8028	Direct
2008-07-08	Common Stock	S	100	$29.8175	Disposed	114300.8028	Direct
2008-07-08	Common Stock	S	100	$29.819	Disposed	114200.8028	Direct
2008-07-08	Common Stock	S	100	$29.809	Disposed	114100.8028	Direct
2008-07-08	Common Stock	S	1800	$29.78	Disposed	112300.8028	Direct
2008-07-08	Common Stock	S	900	$29.825	Disposed	111400.8028	Direct
2008-07-08	Common Stock	S	100	$29.829	Disposed	111300.8028	Direct
2008-07-08	Common Stock	S	3400	$29.7801	Disposed	107900.8028	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-07-08	Non-Qualified Stock Option	$16.5938	M	50000	Disposed	2010-02-11	Common Stock (50000)	Direct

Footnotes

F1: 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.