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KROGER CO Director's Dealing 2013

Jan 2, 2013

30047_dirs_2013-01-02_c503b4bf-566f-48c2-addc-c4881bc87c70.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2012-12-24

Reporting Person: HELDMAN PAUL W (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-24	Common Stock	G	41273	$0.00	Disposed	288023.4828	Direct
2012-12-26	Common Stock	G	41000	$0.00	Disposed	247023.4828	Direct
2012-12-28	Common Stock	G	74117	$0.00	Disposed	172906.4828	Direct
2012-12-24	Common Stock	G	41273	$0.00	Acquired	41273	Indirect
2012-12-26	Common Stock	G	41000	$0.00	Acquired	82273	Indirect
2012-12-28	Common Stock	G	74117	$0.00	Acquired	156390	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.