8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 8-K

                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of report (Date of earliest event reported) February 20, 2004

                               TRUSERV CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)

                    2-20910                            36-2099896
             (Commission File Number)       (I.R.S. Employer Identification No.)

8600 WEST BRYN MAWR AVENUE, CHICAGO, ILLINOIS          60631-3505
     (Address of Principal Executive Offices)          (Zip Code)

                                  773-695-5000
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)







Item 7. Exhibit

99.1     Press release, dated February 20, 2004

Item 12. Results of Operations and Financial Condition.

TruServ Corporation issued the attached press release in connection with its
fiscal year 2003 earnings.

Matters discussed in the attached press release may contain forward-looking
statements within the meaning of the safe-harbor provisions of the Securities
Exchange Act of 1934. These forward-looking statements are subject to various
risks and uncertainties. Actual results may vary materially from the
expectations contained therein. The factors that could cause actual results to
differ materially from the projections, forecasts, estimates and expectations
discussed therein may include factors that are beyond the company's ability to
control or estimate precisely, such as the ultimate requirements of the
company's lenders, projections about the efficiencies that may be achieved by
the company's initiatives, expectations about member response to the company
initiatives, estimates of future market conditions in the hardware industry, the
behavior of other market participants in the industry and the actions and
economic conditions in the service territories of the company's members. Other
risk factors are detailed from time to time in the company's SEC reports.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as to the date of this document. The company does
not undertake any obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date of
this letter.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            TRUSERV CORPORATION
                                            (Registrant)




Date: February 26, 2004                     By /s/ David A. Shadduck
                                            ----------------------------------
                                            Name: David A. Shadduck
                                            Title: Senior Vice President and
                                                     Chief Financial Officer

EX-99.1

                                                                    EXHIBIT 99.1

                                 [TRUSERV LOGO]

                                EARNINGS RELEASE

                                                           For more
                                                           information, contact:
                                                           Shelley Hughes
                                                           TruServ Corporation
                                                           (773) 695-5258

                    TRUSERV ANNOUNCES 2003 FINANCIAL RESULTS
       2003 Earnings of $21.2 Million after Significant Refinancing Charge


         CHICAGO, FEB. 20, 2004 - TruServ Corporation today reported 2003 net
margin of $21.2 million, including the effect of a net refinancing charge of
$11.5 million(1) offset by certain favorable one-time items. This was the same
net margin as reported in 2002. The co-op also reported 2003 revenue of $2,024.3
million, down 7 percent from $2,175.5 million for the same period a year ago.

         TruServ reported net margin of $10.2 million for the quarter ended
Dec. 31, 2003, versus net margin of $0.1 million for the same period a year ago.
The co-op also reported $520.2 million in revenue for the quarter, down slightly
from $524.6 million for the same period a year ago.

         President and Chief Executive Officer Pamela Forbes Lieberman said,
"We're extremely proud of what our co-op accomplished during 2003. We exceeded
earnings expectations which were impacted by the refinancing charge associated
with an agreement that cut the co-op's interest rate from 13 percent to 4
percent. The savings generated from the interest rate reduction is money that
the company can use to stimulate growth and increase patronage dividends to our
member stores. Our co-op also reduced its total year-end debt from $256.2
million to $192.3 million. The stage is set for a very successful future."

          TruServ, headquartered in Chicago, is one of the world's largest
member-owned wholesale hardware cooperatives with sales of $2 billion in 2003.
The TruServ cooperative includes approximately 6,200 independent retailer
locations worldwide operating under the store identities of True Value, Grand
Rental Station, Taylor Rental, Party Central, Home & Garden Showplace and
Induserve Supply. Additional information on TruServ and its retail identities is
available at www.truserv.com.

This earnings release may contain forward-looking statements that involve risks
and uncertainties. The following factors could cause results to differ
materially from management expectations as projected in such forward-looking
statements: seasonal variations, competition, risks of new business areas, the
availability and cost of real estate and construction, and changes in federal or
state legislation or regulations. Members are referred to the "Cautionary Note
Regarding Forward-Looking Statements" in the company's most recent Form 10-K,
which Note is incorporated into this news release by reference.

- --------
(1) The $11.5 million net refinancing charge is a non-GAAP financial measure. It
includes the $19.2 million GAAP charge taken in August upon completion of the
refinancing, partially offset by management's estimate of the interest expense
savings (non-GAAP) of $7.7 million generated in the last four months of 2003
from the lower interest rate of 4% on the new credit facility as compared to the
13% average rate on the old lending agreements.