KROGER CO — Director's Dealing 2003

May 22, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2003-05-21

Reporting Person: PICHLER JOSEPH A (Director, Chairman of the Board and CEO)

Footnotes

F1: Restricted stock awarded pursuant to the 2002 Long-Term Incentive Plan. The restrictions lapse as follows: 37,500 shares on May 21, 2004; 37,500 shares on May 21, 2005; and 75,000 shares on May 21, 2006. The restrictions on these shares will lapse earlier if the reporting person retires in accordance with a succession plan approved by the Board of Directors.

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.