Annual Statement of Changes in Beneficial Ownership (5)

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

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Clark Robert W	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) Senior Vice President
(Last) (First) (Middle) THE KROGER CO., 1014 VINE STREET	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 2/3/2018
(Street) CINCINNATI, OH 45202 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/1/2017		G	2340	D	$0.00	117440.446 ⁽¹⁾	D

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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 (MM/DD/YYYY)		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option	$11.17						⁽²⁾	6/25/2019	Common Stock	14500		14500	D
Non-Qualified Stock Option	$10.08						⁽²⁾	6/24/2020	Common Stock	14500		14500	D
Non-Qualified Stock Option	$10.08						⁽²⁾	6/24/2020	Common Stock	7000		7000	D
Non-Qualified Stock Option	$10.94						⁽²⁾	9/16/2020	Common Stock	7000		7000	D
Non-Qualified Stock Option	$12.37						⁽²⁾	6/23/2021	Common Stock	14500		14500	D
Non-Qualified Stock Option	$12.37						⁽²⁾	6/23/2021	Common Stock	8000		8000	D
Non-Qualified Stock Option	$11.76						⁽²⁾	12/8/2021	Common Stock	10000		10000	D
Non-Qualified Stock Option	$10.98						⁽²⁾	7/12/2022	Common Stock	16000		16000	D
Non-Qualified Stock Option	$15.75						⁽³⁾	3/14/2023	Common Stock	20000		20000	D
Non-Qualified Stock Option	$15.75						⁽²⁾	3/14/2023	Common Stock	5000		5000	D
Non-Qualified Stock Option	$18.88						⁽²⁾	7/15/2023	Common Stock	30000		30000	D
Non-Qualified Stock Option	$24.665						⁽²⁾	7/15/2024	Common Stock	30000		30000	D
Non-Qualified Stock Option	$38.33						⁽²⁾	7/15/2025	Common Stock	29970		29970	D
Non-Qualified Stock Option	$37.48						⁽²⁾	7/13/2026	Common Stock	57030		57030	D
Non-Qualified Stock Option	$22.92						⁽²⁾	7/13/2027	Common Stock	105074		105074	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 an option 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Clark Robert W THE KROGER CO. 1014 VINE STREET CINCINNATI, OH 45202			Senior Vice President

Signatures
/s/ Robert W. Clark		2/20/2018
^** 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.
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