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Form 3 KROGER CO For: Mar 15 Filed by: McKinney Stephen M

March 16, 2018 10:12 AM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
McKinney Stephen M

(Last) (First) (Middle)
THE KROGER CO.
1014 VINE STREET

(Street)
CINCINNATI OH 45202

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2018
3. Issuer Name and Ticker or Trading Symbol
KROGER CO [ KR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 130,786.4781 (1)
D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (2) 06/24/2020 Common Stock 2,800 10.08 D
Non-Qualified Stock Option (2) 06/23/2021 Common Stock 3,200 12.37 D
Non-Qualified Stock Option (2) 07/12/2022 Common Stock 9,600 10.98 D
Non-Qualified Stock Option (2) 07/15/2023 Common Stock 16,000 18.88 D
Non-Qualified Stock Option (3) 12/12/2023 Common Stock 20,000 19.995 D
Non-Qualified Stock Option (2) 07/15/2024 Common Stock 21,000 24.665 D
Non-Qualified Stock Option (2) 07/15/2025 Common Stock 20,993 38.33 D
Non-Qualified Stock Option (2) 07/13/2026 Common Stock 36,260 37.48 D
Non-Qualified Stock Option (2) 07/13/2027 Common Stock 43,546 22.92 D
Phantom Stock (4) (4) Common Stock 4,076.26 (4) D
Explanation of Responses:
1. 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.
2. These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a five-year period, at the rate of 20% per year commencing one year from the date of the grant.
3. These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments in whole share amounts over a three-year period, at the rate of one-third per year commencing one year after the date of grant, with the remainder vesting three years from the date of grant.
4. Each share of phantom stock is the economic equivalent of one share of The Kroger Co. common stock. Shares of phantom stock will be settled in cash upon the reporting person's retirement or other termination of service.
/s/ Stephen M. McKinney 03/16/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

	The undersigned does hereby make, constitute and appoint Christine S. Wheatley,
Stacey M. Heiser, and Dorothy D. Roberts, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact to sign and
execute for and on his behalf, and in his name, place and stead, to sign,
execute, affix his seal, and file with the Securities and Exchange Commission,
any and all documents required to be filed by him under Section 16 of the
Securities Exchange Act of 1934, as amended, or any successor or comparable
requirement, with respect to his holdings or changes in holdings of securities
issued by The Kroger Co., in such form as the attorney-in-fact may approve.  The
attorney-in-fact may do any and all other acts that said attorney-in-fact may
deem necessary or appropriate in order to effectuate the foregoing as fully to
all intents and purposes as the undersigned might or could do if personally
present, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done by virtue hereof.  The power granted hereby will
remain in effect until revoked in writing by the undersigned.

	IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal, this
8th day of March, 2018.



						/s/ Stephen M. McKinney
						Stephen M. McKinney






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