KROGER CO — Director's Dealing 2009

Oct 6, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2009-10-05

Reporting Person: MCGEORGE DON W (Director, Special Advisor to the CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-05	Common Stock	M	90000	$16.5938	Acquired	388101	Direct
2009-10-05	Common Stock	S	4950	$20.96	Disposed	383151	Direct
2009-10-05	Common Stock	S	500	$20.961	Disposed	382651	Direct
2009-10-05	Common Stock	S	200	$20.965	Disposed	382451	Direct
2009-10-05	Common Stock	S	10300	$20.97	Disposed	372151	Direct
2009-10-05	Common Stock	S	500	$20.971	Disposed	371651	Direct
2009-10-05	Common Stock	S	15800	$20.99	Disposed	355851	Direct
2009-10-05	Common Stock	S	42750	$21.00	Disposed	313101	Direct
2009-10-05	Common Stock	S	9500	$21.01	Disposed	303601	Direct
2009-10-05	Common Stock	S	5300	$21.03	Disposed	298301	Direct
2009-10-05	Common Stock	S	200	$21.035	Disposed	298101	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-10-05	Non-Qualified Performance Stock Option	$16.5938	M	25000	Disposed	2010-02-11	Common Stock (25000)	Direct
2009-10-05	Non-Qualified Stock Option	$16.5938	M	65000	Disposed	2010-02-11	Common Stock (65000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10115	Indirect

Footnotes

F1: 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.

F2: 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.