KROGER CO — Director's Dealing 2003

Jul 11, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2003-07-10

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

Footnotes

F1: Indirect holdings of the reporting person also include 223,600 shares held by the reporting person's spouse and 54,024 shares held by the reporting person's children.

F2: 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.