KROGER CO — Director's Dealing 2008

May 7, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: MCGEORGE DON W (Director, President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-05	Common Stock	F	2639	$27.23	Disposed	237187.0006	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10115	Indirect

Footnotes

F1: Payment of tax liability associated with restricted stock.

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.