KROGER CO — Director's Dealing 2008

Mar 25, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2008-03-24

Reporting Person: BOEHM WILLIAM T (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-24	Common Stock	S	0.2364	$25.41	Disposed	73874.6816	Direct
2008-03-24	Common Stock	M	20000	$22.2344	Acquired	93874.6816	Direct
2008-03-24	Common Stock	S	20000	$25.50	Disposed	73874.6816	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-03-24	Non-Qualified Performance Stock Option	$22.2344	M	10000	Disposed	2008-04-16	Common Stock (10000)	Direct
2008-03-24	Non-Qualified Stock Option	$22.2344	M	10000	Disposed	2008-04-16	Common Stock (10000)	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 will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 63% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum of 13% appreciation per annum from the date of grant or 200% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

F3: 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.