KROGER CO — Director's Dealing 2014

Mar 28, 2014

SEC Form 4/A — Form 4/A

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2014-03-13

Reporting Person: VAN OFLEN MARY ELIZABETH (Vice President & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-13	Common Stock	F	525	$43.49	Disposed	30516.3146	Direct

Footnotes

F1: On March 17, 2014, the Reporting Person filed a Form 4 reporting that 505 shares had been withheld in payment of tax liability on a share award. Due to an administrative error, this number was incorrectly reported. The correct number of shares withheld is 525.

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.