KROGER CO — Director's Dealing 2003

Jul 3, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2003-07-01

Reporting Person: PICHLER JOSEPH A (Director, Chairman)

Footnotes

F1: The reporting person no longer reports as indirect ownership 3,940 shares owned by his son who is no longer a member of his household.

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.

F3: Represents a disposition to a tax-exempt public charity (under Internal Revenue Code Section 501(c)(3)), as a part of that organization's charitable gift annuity program.