KROGER CO — Director's Dealing 2003

Jun 27, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2003-06-26

Reporting Person: HELDMAN PAUL W (Senior Vice President)

Footnotes

F1: Restricted stock awarded pursuant to the 2002 Long-Term Incentive Plan. The restrictions on these shares lapse as to 25% one year from the date of the award, as to 25% two years from the date of the award, and as to 50% three years from the date of award.

F2: Indirect holdings of the reporting person also include 320 shares held by the reporting person's children.

F3: 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.