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: HESCHEL MICHAEL S (Executive 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 the award. Restrictions may earlier lapse upon retirement of the reporting person after September 27, 2004, upon approval of the issuer's Chief Executive Officer.

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.