KROGER CO — Director's Dealing 2010

Sep 23, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2010-09-21

Reporting Person: DILLON DAVID B (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-23	Common Stock	S	5100	$21.72	Disposed	948780.6223	Direct
2010-09-23	Common Stock	S	3500	$21.71	Disposed	945280.6223	Direct
2010-09-23	Common Stock	S	81400	$21.70	Disposed	863880.6223	Direct
2010-09-21	Common Stock	S	3700	$21.70	Disposed	164732	Indirect
2010-09-21	Common Stock	S	10900	$21.69	Disposed	153832	Indirect
2010-09-21	Common Stock	S	7100	$21.68	Disposed	146732	Indirect
2010-09-21	Common Stock	S	10600	$21.66	Disposed	136132	Indirect
2010-09-21	Common Stock	S	6600	$21.67	Disposed	129532	Indirect
2010-09-21	Common Stock	S	19214	$21.65	Disposed	110318	Indirect

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.