Ownership Submission
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, 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 *
  MILLERCHIP GARY
2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2019
3. Issuer Name and Ticker or Trading Symbol
KROGER CO [KR]
(Last)
(First)
(Middle)
1014 VINE STREET
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 and CFO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CINCINNATI, OH 45202
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 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 126,584
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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   (1) 07/15/2024 Common Stock 9,600 $ 24.665 D  
Non-Qualified Stock Option   (1) 07/15/2025 Common Stock 13,992 $ 38.33 D  
Non-Qualified Stock Option   (1) 07/13/2026 Common Stock 27,972 $ 37.48 D  
Non-Qualified Stock Option   (1) 07/13/2027 Common Stock 34,905 $ 22.92 D  
Non-Qualified Stock Option   (2) 07/13/2028 Common Stock 30,251 $ 28.05 D  
Non-Qualified Stock Option   (2) 03/14/2029 Common Stock 66,335 $ 24.75 D  
Non-Qualified Stock Option   (3) 03/14/2029 Common Stock 16,584 $ 24.75 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MILLERCHIP GARY
1014 VINE STREET
CINCINNATI, OH 45202
      Senior Vice President and CFO  

Signatures

/s/ Gary Millerchip 04/04/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 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.
(2) These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a four-year period, at the rate of 25% 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 over a three-year period, at the rate of 33% per year commencing one year after the date of grant.

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