KROGER CO — Director's Dealing 2010

Feb 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2010-02-03

Reporting Person: JOHNSON CARVER L (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-03	Common Stock	M	4267	$16.5938	Acquired	54252	Direct
2010-02-03	Common Stock	S	4267	$21.65	Disposed	49985	Direct
2010-02-04	Common Stock	M	733	$16.5938	Acquired	50718	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-03	Non-Qualified Performance Stock Option	$16.5938	M	4267	Disposed	2010-02-11	Common Stock (4267)	Direct
2010-02-04	Non-Qualified Performance Stock Option	$16.5938	M	733	Disposed	2010-02-11	Common Stock (733)	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 October 6, 2009.

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.