UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 501044101

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Lord, Abbett & Co. LLC

13-5620131

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
43,949,343

6.

Shared Voting Power
0

7.

Sole Dispositive Power
45,974,140

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
46,202,740

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
N/A

11.

Percent of Class Represented by Amount in Row (9)
6.53%

12.

Type of Reporting Person (See Instructions)
IA

Item 1.

(a)

Name of Issuer
Kroger Co. (The)

(b)

Address of Issuer’s Principal Executive Offices
1014 Vine Street,

Cincinnati, OH 45202-1100

Item 2.

(a)

Name of Person Filing
Lord, Abbett & Co. LLC

(b)

Address of Principal Business Office or, if none, Residence
90 Hudson Street

Jersey City, NJ 07302

(c)

Citizenship
Delaware

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
501044101

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

x

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

See No. 9

(b)

Percent of class:   

See No. 11

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

See No. 5

(ii)

Shared power to vote or to direct the vote    

See No. 6

(iii)

Sole power to dispose or to direct the disposition of   

See No. 7

(iv)

Shared power to dispose or to direct the disposition of   

See No. 8

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.

February 12, 2007

Date

/s/ Lawrence H. Kaplan

Signature

General Counsel

Name/Title