KROGER CO — Director's Dealing 2009

Sep 18, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2009-09-17

Reporting Person: MARMER LYNN (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-09-17	Common Stock	S	1900	$20.902	Disposed	44130.4084	Direct
2009-09-17	Common Stock	M	10000	$16.5938	Acquired	54130.4084	Direct
2009-09-17	Common Stock	S	7200	$20.87	Disposed	46930.4084	Direct
2009-09-17	Common Stock	S	2800	$20.88	Disposed	44130.4084	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-09-17	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.