KROGER CO — Director's Dealing 2010

Jun 28, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2010-06-24

Reporting Person: BECKER DONALD E (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-24	Common Stock	A	11250	$0.00	Acquired	177357.9507	Direct
2010-06-24	Common Stock	A	50000	$0.00	Acquired	227357.9507	Direct
2010-06-25	Common Stock	F	1604	$20.23	Disposed	225753.9507	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-06-24	Non-Qualified Stock Option	$20.16	A	30000	Acquired	2020-06-24	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10228	Indirect

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: 16,667 shares on 6/24/2011, and 33,333 shares on 6/24/2012.

F3: Payment of tax liability associated with restricted stock.

F4: 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.

F5: 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.