KROGER CO — Director's Dealing 2009

Jun 29, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2009-06-25

Reporting Person: MCMULLEN W RODNEY (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-06-25	Common Stock	A	35000	$0.00	Acquired	523323.2821	Direct
2009-06-25	Common Stock	A	70000	$0.00	Acquired	593323.2821	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-06-25	Non-Qualified Stock Option	$22.34	A	65000	Acquired	2019-06-25	Common Stock (65000)	Direct

Footnotes

F1: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse 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 award.

F2: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions lapse as follows: 15,000 shares on 6/25/2012; 20,000 shares on 6/25/2013; and 35,000 shares on 6/25/2014.

F3: 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.

F4: 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.