KROGER CO — Director's Dealing 2011

Jul 5, 2011

SEC Form 4/A — Form 4/A

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2010-09-30

Reporting Person: LAMACCHIA JOHN T (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-30	Phantom Stock	$0.00	A	1043.9165	Acquired		Common Stock (1043.9165)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	57600	Direct

Footnotes

F1: Each phantom share represents the right to receive in cash the value of one share of common stock upon distribution from the deferred compensation account.

F2: Shares of phantom stock are payable in cash following termination of the reporting person's services as an Independent Director of Kroger.