KROGER CO — Director's Dealing 2008

May 9, 2008

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2008-05-08

Reporting Person: Kaufman Calvin J (Group Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15614.2368	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option	$27.1719	2009-05-27	Common Stock (3000)		Direct
Non-Qualified Stock Option	$25.0313	2009-08-24	Common Stock (2000)		Direct
Non-Qualified Stock Option	$16.5938	2010-02-11	Common Stock (4000)		Direct
Non-Qualified Stock Option	$24.43	2011-05-10	Common Stock (1700)		Direct
Non-Qualified Stock Option	$22.995	2012-05-09	Common Stock (1700)		Direct
Non-Qualified Stock Option	$15.26	2012-09-19	Common Stock (3300)		Direct
Non-Qualified Stock Option	$14.925	2012-12-12	Common Stock (1700)		Direct
Non-Qualified Stock Option	$16.225	2013-01-23	Common Stock (2300)		Direct
Non-Qualified Stock Option	$17.31	2014-05-06	Common Stock (4000)		Direct
Non-Qualified Stock Option	$16.385	2015-05-05	Common Stock (5000)		Direct
Non-Qualified Stock Option	$19.94	2016-05-04	Common Stock (2500)		Direct
Non-Qualified Stock Option	$28.27	2017-06-28	Common Stock (3500)		Direct

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.

F2: 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.