KROGER CO — Director's Dealing 2010

Dec 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2010-11-30

Reporting Person: VAN OFLEN MARY ELIZABETH (Vice President & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-30	Common Stock	M	4000	$17.31	Acquired	27135.9979	Direct
2010-11-30	Common Stock	S	8000	$23.50	Disposed	19135.9979	Direct
2010-12-01	Common Stock	M	4500	$22.995	Acquired	23635.9979	Direct
2010-12-01	Common Stock	S	4500	$24.00	Disposed	19135.9979	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-30	Non-Qualified Stock Option	$17.31	M	4000	Disposed	2014-05-06	Common Stock (4000)	Direct
2010-12-01	Non-Qualified Stock Option	$22.995	M	4500	Disposed	2012-05-09	Common Stock (4500)	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 September 22, 2010.

F2: 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.

F3: 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.