KROGER CO — Director's Dealing 2003

Sep 26, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2003-09-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-24	Common Stock	M	30000	$5.845	Acquired	730332.4855	Direct
2003-09-24	Common Stock	F	15656	—	Disposed	714676.4855	Direct
2003-09-24	Common Stock	G	6400	—	Disposed	708276.4855	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-24	Non-Qualified Stock Option	$5.845	M	30000	Disposed	2004-05-18	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	223600	Indirect
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.