Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
JOHNSON CARVER L
  2. Issuer Name and Ticker or Trading Symbol
KROGER CO [KR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Group Vice President
(Last)
(First)
(Middle)
1014 VINE STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2007
(Street)

CINCINNATI, OH 45202
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/29/2007   M   48,000 A $ 14.925 58,935 D  
Common Stock 03/29/2007   M   10,000 A $ 15.5625 68,935 D  
Common Stock 03/29/2007   M   6,000 A $ 16.385 74,935 D  
Common Stock 03/29/2007   M   50,000 A $ 16.5938 124,935 D  
Common Stock 03/29/2007   M   12,000 A $ 17.31 136,935 D  
Common Stock 03/29/2007   M   16,000 A $ 22.995 152,935 D  
Common Stock 03/29/2007   M   10,000 A $ 24.43 162,935 D  
Common Stock 03/29/2007   S   133,400 D $ 28.32 (1) 29,535 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option $ 22.995 03/29/2007   M     16,000   (2) 05/09/2012 Common Stock 16,000 $ 0 4,000 D  
Non-Qualified Stock Option $ 14.925 03/29/2007   M     48,000   (2) 12/12/2012 Common Stock 48,000 $ 0 12,000 D  
Non-Qualified Stock Option $ 17.31 03/29/2007   M     12,000   (2) 05/06/2014 Common Stock 12,000 $ 0 18,000 D  
Non-Qualified Stock Option $ 16.385 03/29/2007   M     6,000   (2) 05/05/2015 Common Stock 6,000 $ 0 24,000 D  
Non-Qualified Stock Option $ 24.43 03/29/2007   M     10,000   (2) 05/10/2011 Common Stock 10,000 $ 0 0 D  
Non-Qualified Stock Option $ 15.5625 03/29/2007   M     10,000   (2) 12/09/2009 Common Stock 10,000 $ 0 0 D  
Non-Qualified Stock Option $ 16.5938 03/29/2007   M     50,000   (2) 02/11/2010 Common Stock 50,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JOHNSON CARVER L
1014 VINE STREET
CINCINNATI, OH 45202
      Group Vice President  

Signatures

 /s/ Carver L. Johnson, by Bruce M. Gack, Attorney-in-Fact   03/30/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents the weighted average of shares sold at prices varying from $28.00 to $28.395 per share. Shares were sold at the market in connection with one market order placed by the reporting person.
(2) 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.

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