KROGER CO — Director's Dealing 2003

Dec 22, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2003-12-22

Reporting Person: DILLON DAVID B (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-22	Common Stock	G	6200	—	Disposed	702076.4855	Direct
2003-12-22	Common Stock	G	600	—	Acquired	224200	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	54024	Indirect

Footnotes

F1: The total amount of securities directly owned by the reporting person includes shares in the Company's employee benefit plans which are deemed to be 'tax-conditioned plans' pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.