KROGER CO — Director's Dealing 2008

Jun 27, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2008-06-26

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
2008-06-26	Common Stock	A	115000	$0.00	Acquired	887066.4189	Direct
2008-06-27	Common Stock	G	1886	$0.00	Disposed	168432	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-06-26	Non Qualified Stock Option	$28.61	A	225000	Acquired	2018-06-26	Common Stock (225000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18008	Indirect

Footnotes

F1: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse 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 award.

F2: 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.

F3: The reporting person no longer has a reportable beneficial interest in 18,008 shares of Company common stock owned by his daughter and included in the reporting person's prior ownership reports.

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.