KROGER CO — Director's Dealing 2003

Nov 24, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2003-11-11

Reporting Person: BOEHM WILLIAM T (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-11	Common Stock	G	883	—	Disposed	20528.0000	Indirect
2003-11-12	Common Stock	G	168	—	Disposed	20360.0000	Indirect
2003-11-14	Common Stock	G	188	—	Disposed	20172.0000	Indirect
2003-11-17	Common Stock	G	56	—	Disposed	20116.0000	Indirect
2003-11-19	Common Stock	G	71	—	Disposed	20045.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	39653.6347	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.