KROGER CO — Director's Dealing 2011

May 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2011-05-10

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
2011-05-10	Common Stock	M	70000	$24.43	Acquired	801957.2441	Direct
2011-05-10	Common Stock	F	69920	$24.475	Disposed	732037.2441	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-10	Non-Qualified Performance Stock Option	$24.43	M	35000	Disposed	2011-05-10	Common Stock (35000)	Direct
2011-05-10	Non-Qualified Stock Option	$24.43	M	35000	Disposed	2011-05-10	Common Stock (35000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	110318	Indirect
Common Stock	18008	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.

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 a 78% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 15% appreciation per annum from the date of grant or 208% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

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.