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 * LAMACCHIA JOHN T   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE KROGER CO.,, 1014 VINE STREET 3. Date of Earliest Transaction (Month/Day/Year) 03/31/2013 (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               80,881 D

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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
Phantom Stock	$ 0 (1)	03/31/2013		A		630.1462		(2)	(2)	Common Stock	630.1462	$ 29.755	25,851.2874	D
Phantom Stock	$ 0 (1)	06/30/2013		A		559.034		(2)	(2)	Common Stock	559.034	$ 33.54	26,410.3214	D
Phantom Stock	$ 0 (1)	09/30/2013		A		544.3541		(2)	(2)	Common Stock	544.3541	$ 37.505	26,954.6755	D
Phantom Stock	$ 0 (1)	12/31/2013		A		530.0324		(2)	(2)	Common Stock	530.0324	$ 40.09	27,484.7079	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LAMACCHIA JOHN T C/O THE KROGER CO., 1014 VINE STREET CINCINNATI, OH 45202	X

Signatures

/s/ John T. LaMacchia, by Bruce M. Gack, Attorney-in-Fact		01/02/2014
**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)	Each phantom share represents the right to receive in cash the value of one share of common stock upon distribution from the deferred compensation account.
(2)	The Reporting Person retired from the Kroger board of directors effective December 12, 2013. The value of the shares of phantom stock will be paid out as soon as reasonably practicable following the date of retirement.
Remarks: Due to an inadvertent accounting error made by the Company, the phantom shares acquired by the Reporting Person on 3/31/2013, 6/30/2013 and 9/30/2013 were not timely reported.

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