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 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
Washington, DC 20052
(City) (State) (Zip)
2. Date of Event
3. I.R.S. Identification
Number of Reporting
Person, if an entity
4. Issuer Name andTicker or Trading Symbol
The Kroger Co.
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Officer (give title below)
Other (specify below)
6. If Amendment,
Date of Original
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
2. Amount of Securities Beneficially Owned
3. Ownership Form:
4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
2. Date Exercisable(DE) and
DE / ED
3. Title and Amount of
Title / Amount or Number of Shares
6. Nature of
Explanation of Responses:
/s/ Susan M. Phillips
** 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.