KROGER CO — Director's Dealing 2003

Apr 14, 2003

3 1 rrd6752.htm FORM 3

FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response. . . . . 0.5

1. Name and Address of Reporting Person * Phillips, Susan M. (Last) (First) (Middle) George Washington University 710 21st St., Government Hall - Suite 206 (Street) Washington, DC 20052 (City) (State) (Zip) 2. Date of Event Requiring Statement Month/Day/Year 04/10/2003 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Issuer Name and Ticker or Trading Symbol The Kroger Co. KR 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below) Description 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned

1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr.4)
Common Stock	-0-

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4) 2. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) DE / ED 3. Title and Amount of Underlying Securities (Instr. 4) Title / Amount or Number of Shares 4. Conver- sion or Exercise Price of Deri- vative Security 5. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr.5) 6. Nature of Indirect Beneficial Ownership (Instr.5)

Explanation of Responses:

By:	Date:
/s/ Susan M. Phillips	04/10/2003
** Signature of Reporting Person	SEC 1473 (07-02)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 5(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.