KROGER CO — Director's Dealing 2009

Dec 28, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2009-12-23

Reporting Person: SCHLOTMAN J MICHAEL (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-23	Common Stock	M	10000	$16.5938	Acquired	110917.599	Direct
2009-12-23	Common Stock	S	4706	$20.774	Disposed	106211.599	Direct
2009-12-23	Common Stock	S	5194	$20.78	Disposed	101017.599	Direct
2009-12-23	Common Stock	S	100	$20.79	Disposed	100917.599	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-23	Non-Qualified Performance 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.