Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
MCMULLEN W RODNEY
2. Issuer Name and Ticker or Trading Symbol
KROGER CO [KR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board & CEO
(Last)
(First)
(Middle)

THE KROGER CO., 1014 VINE STREET
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/31/2015
(Street)


CINCINNATI, OH 45202
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             1,030,764.9219 (1) (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option $ 16.385             (3) 05/05/2015 Common Stock
75,000
  75,000
D
 
Non-Qualified Stock Option $ 19.94             (3) 05/04/2016 Common Stock
60,000
  60,000
D
 
Non-Qualified Stock Option $ 28.27             (3) 06/28/2017 Common Stock
60,000
  60,000
D
 
Non-Qualified Stock Option $ 28.61             (3) 06/26/2018 Common Stock
65,000
  65,000
D
 
Non-Qualified Stock Option $ 22.34             (3) 06/25/2019 Common Stock
65,000
  65,000
D
 
Non-Qualified Stock Option $ 20.16             (3) 06/24/2020 Common Stock
70,000
  70,000
D
 
Non-Qualified Stock Option $ 24.74             (3) 06/23/2021 Common Stock
91,440
  91,440
D
 
Non-Qualified Stock Option $ 21.96             (3) 07/12/2022 Common Stock
97,440
  97,440
D
 
Non-Qualified Stock Option $ 37.76             (3) 07/15/2023 Common Stock
97,440
  97,440
D
 
Non-Qualified Stock Option $ 49.33             (3) 07/15/2024 Common Stock
150,000
  150,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCMULLEN W RODNEY
THE KROGER CO.
1014 VINE STREET
CINCINNATI, OH 45202
  X     Chairman of the Board & CEO  

Signatures

/s/ W. Rodney McMullen 02/24/2015
**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) Between February 2, 2014 and January 31, 2015, the reporting person acquired 1,442.2412 shares of Kroger common stock 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 by plan trustees.
(2) 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.
(3) 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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