KROGER CO — Director's Dealing 2012

Jan 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2012-01-17

Reporting Person: DONNELLY MICHAEL JOSEPH (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-17	Common Stock	M	10223	$14.925	Acquired	64162.5106	Direct
2012-01-17	Common Stock	S	10223	$24.75	Disposed	53939.5106	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-17	Non-Qualified Stock Option	$14.925	M	10223	Disposed	2012-12-12	Common Stock (10223)	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 December 15, 2011.

F2: 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.

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.