KROGER CO — Director's Dealing 2009

Oct 19, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2009-10-16

Reporting Person: JOHNSON CARVER L (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-16	Common Stock	M	4024	$16.5938	Acquired	53033	Direct
2009-10-16	Common Stock	S	4024	$24.00	Disposed	49009	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-10-16	Non-Qualified Performance Stock Option	$16.5938	M	4024	Disposed	2010-02-11	Common Stock (4024)	Direct

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 6, 2009.

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.