KROGER CO — Director's Dealing 2009

Dec 30, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2009-12-29

Reporting Person: PERRY M MARNETTE (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-29	Common Stock	M	20000	$16.5938	Acquired	128441.2094	Direct
2009-12-29	Common Stock	S	10000	$20.45	Disposed	118441.2094	Direct
2009-12-29	Common Stock	S	9348	$20.46	Disposed	109093.2094	Direct
2009-12-29	Common Stock	S	452	$20.461	Disposed	108641.2094	Direct
2009-12-29	Common Stock	S	200	$20.469	Disposed	108441.2094	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-29	Non-Qualified Performance Stock Option	$16.5938	M	10000	Disposed	2010-02-11	Common Stock (10000)	Direct
2009-12-29	Non-Qualified Stock Option	$16.5938	M	10000	Disposed	2010-02-11	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 an 81% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 16% appreciation per annum from the date of grant or 280% 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.