KROGER CO — Director's Dealing 2003

Oct 3, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2003-10-03

Reporting Person: PERRY M MARNETTE (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-03	Common Stock	M	16000	$5.845	Acquired	79208.6713	Direct
2003-10-03	Common Stock	S	16000	$18.81	Disposed	63208.6713	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-10-03	Non-Qualified Stock Option	$5.845	M	16000	Disposed	2004-05-18	Common Stock (16000)	Direct

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.