S-8

As filed with the Securities and Exchange Commission on July 3, 2003

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE KROGER CO.

(Exact name of registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization)	31-0345740 (I.R.S. Employer Identification No.)
1014 Vine Street, Cincinnati, Ohio (Address of Principal Executive Offices)	45202 (Zip Code)

Dillon Companies, Inc. Employees’ Profit Sharing Plan

(Full title of Plan)

Paul W. Heldman

Senior Vice President, Secretary and General Counsel

The Kroger Co.

1014 Vine Street

Cincinnati, Ohio 45202

(Name and address of agent for service)

(513) 762-4000

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title Of Securities To Be Registered	Amount To be Registered	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Common Stock $1 Par Value	5,000,000 shares(2)	$16.51	$82,550,000	$6,678.30
Preferred Stock Purchase Rights	(3)	(3)	(3)	(3)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Securities Act Rule 457(c), on the basis of the average of the high and low sale prices of the Registrant’s Common Stock on the New York Stock Exchange on June 26, 2003, which date is within 5 business days prior to the date of the filing of this Registration Statement, as reported by The Wall Street Journal.

(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of plan interests to be offered or sold pursuant to the employee benefit plan described herein.

(3) Preferred Stock Purchase Rights will be issued in conjunction with the shares of Common Stock to be issued for no additional consideration and therefore no registration fee is required. Prior to the occurrence of certain events, the Preferred Stock Purchase Rights will not be exercisable or evidenced separately from the Common Stock.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The Registrant is registering additional securities under the Plan covered hereby for which a Registration Statement on Form S-8, bearing Registration No. 33-2056, currently is effective, and therefore, pursuant to General Instruction E. of Form S-8, the Registrant elects to incorporate by reference the contents of such Registration Statement which constitute information required in the Registration Statement.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on July 3, 2003.

THE KROGER CO.
By:	(* DAVID B. DILLON)
	David B. Dillon, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 3, 2003.

Signature	Title
(* J. MICHAEL SCHLOTMAN) J. Michael Schlotman	Senior Vice President and Chief Financial Officer (principal financial officer)
(* M. ELIZABETH VAN OFLEN) M. Elizabeth Van Oflen	Vice President and Corporate Controller (principal accounting officer)
(* DAVID B. DILLON) David B. Dillon	Chief Executive Officer and Director (principal executive officer)
(* JOSEPH A. PICHLER) Joseph A. Pichler	Chairman of the Board of Directors and Director
(* DON W. MCGEORGE) Don W. McGeorge	President, Chief Operating Officer and Director
(* REUBEN V. ANDERSON) Reuben V. Anderson	Director

(* ROBERT D. BEYER) Robert D. Beyer	Director
(* JOHN L. CLENDENIN) John L. Clendenin	Director
(* RICHARD K. DAVIDSON) Richard K. Davidson	Director
(* JOHN T. LAMACCHIA) John T. LaMacchia	Director
(* DAVID B. LEWIS) David B. Lewis	Director
(* EDWARD M. LIDDY) Edward M. Liddy	Director
(* W. RODNEY MCMULLEN) W. Rodney McMullen	Director
(* CLYDE R. MOORE) Clyde R. Moore	Director
(* THOMAS H. O’LEARY) Thomas H. O’Leary	Director
(* KATHERINE D. ORTEGA) Katherine D. Ortega	Director
(* SUSAN M. PHILLIPS) Susan M. Phillips	Director
Steven R. Rogel	Director
(* BOBBY S. SHACKOULS) Bobby S. Shackouls	Director

*By:	(BRUCE M. GACK)
	Bruce M. Gack Attorney-in-fact

The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on July 3, 2003.

DILLON COMPANIES, INC. PROFIT SHARING PLAN, ADMINISTRATIVE COMMITTEE
By:	/s/    PAUL HELDMAN
Name:	Paul Heldman
Title:	Chairman of the Administrative Committee
By:	/s/    RICHARD A. MANKA
Name:	Richard A. Manka
Title:	Member of the Administrative Committee
By:	/s/    J. MICHAEL SCHLOTMAN
Name:	J. Michael Schlotman
Title:	Member of the Administrative Committee
By:	/s/    JIM R. THORNE
Name:	Jim R. Thorne
Title:	Member of the Administrative Committee
By:	/s/    DELLA WALL
Name:	Della Wall
Title:	Member of the Administrative Committee

INDEX OF EXHIBITS

Exhibit 4	Amended and Restated Rights Agreement. Incorporated by reference to Exhibit 1 of Form 8-A/A Registration Statement, dated April 4, 1997, as amended by Form 8-A/A dated October 18, 1998.
Exhibit 5.1	Opinion of Paul W. Heldman, Esquire, including his consent. Filed herewith.
Exhibit 23.1	Consent of PricewaterhouseCoopers LLP, Independent Accountants. Filed herewith.
Exhibit 23.2	Consent of Paul W. Heldman, Esquire. Contained in the opinion filed as Exhibit 5.1 hereto.
Exhibit 24	Powers of Attorney of certain officers and directors of Kroger. Filed herewith.

EX-5.1

Exhibit 5.1

THE KROGER CO.

Cincinnati, OH 45202

Paul W. Heldman

Senior Vice President, Secretary

and General Counsel

July 3, 2003

Board of Directors

The Kroger Co.

1014 Vine Street

Cincinnati, OH 45202

Ladies and Gentlemen:

I am familiar with the proceedings taken and proposed to be taken by The Kroger Co., an Ohio corporation (the “Company”), in connection with the issuance of up to 5,000,000 shares of its Common Stock and 2,500,000 Preferred Stock Purchase Rights pursuant to the Company’s Warrant Dividend Plan (the “Securities”) along with an indeterminate number of interests of participation pursuant to the Dillon Companies, Inc. Employees’ Profit Sharing Plan (the “Plan”). I have acted as counsel to the Company in connection with its preparation of a Registration Statement relating to such issuance on Form S-8 to be filed by the Company with the Securities and Exchange Commission for the registration of the Securities and interests of participation under the Securities Act of 1933, as amended. I have examined the above-mentioned documents, the Amended Articles of Incorporation and Regulations of the Company, the corporate minutes of the proceedings of the directors and shareholders of the Company, and such other records and documents of the Company as I have deemed necessary in order to express the opinions hereinafter set forth.

Based upon the foregoing, and assuming compliance with applicable federal and state securities laws, I am of the opinion that:

(i) when the Securities are issued pursuant to the Plan, they will be duly authorized, validly issued and outstanding, fully paid and non-assessable;

(ii) when issued pursuant to the Plan, the interests of participation will be validly issued;

(iii) certain plan amendments since September 9, 1996, as of which date a Determination Letter was issued by the Internal Revenue Service regarding the Plan, comply with the technical provisions of the Employee Retirement Income Security Act of 1974, as amended (hereinafter “ERISA”) and the Internal Revenue Code of 1986, as amended (hereinafter the “Code”) pertaining to the Plan, although it should be noted that whether any plan qualifies under the Code is a question based upon factual considerations prevailing at any given time. While this opinion is not binding upon any governmental agency, I believe the Internal Revenue Service would act favorably upon submission of the Plan with a request for a determination letter to the same effect as this opinion. I note that the Internal Revenue Service may require that modifications be made to the Plan. The Company, however,

has expressly reserved the right in the Plan to make such modifications to the Plan as are required to obtain receipt of a favorable determination letter from the Internal Revenue Service.

This opinion is based upon the Plan as it is now designed and drafted and upon the provisions of ERISA, the Code, governmental regulations and judicial authorities in effect as at the date of this opinion letter, any of which may change in the future with retroactive effect.

I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in the Registration Statement as having passed upon the legality of the Securities and interests of participation offered thereby on behalf of the Company.

Very truly yours,

(Paul Heldman)

PAUL HELDMAN

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report (which includes an explanatory paragraph relating to the change in application of the LIFO method of accounting for certain store inventories as of February 3, 2002, the adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, as of February 3, 2002, the adoption of Emerging Issues Task Force Issue No. 02-16, “Accounting by a Customer (including a Reseller) for Certain Consideration Received from a Vendor,” as of January 1, 2003 and the adoption of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, as of February 4, 2001) dated April 28, 2003 relating to the consolidated financial statements, which appears in The Kroger Co.’s Annual Report on Form 10-K for the fiscal year ended February 1, 2003.

/s/    PRICEWATERHOUSECOOPERS LLP

PRICEWATERHOUSECOOPERS LLP

Cincinnati, Ohio

July 2, 2003

EX-24

Exhibit 24                    

RESOLUTION

WHEREAS, the Dillon Companies, Inc. Profit Sharing Plan, formerly known as the Dillon Companies, Inc. Profit Sharing and Savings Plan and Trust, was previously adopted by the Board of Directors of Dillon Companies, Inc. (the “Plan”); and

WHEREAS, the Company desires to register 5,000,000 additional shares of common stock, 2,500,000 preferred stock purchase rights associated therewith and an indeterminate amount of plan interests associated therewith under the Plan; now, therefore,

RESOLVED, That the officers of the Company be, and they hereby are, authorized to execute a Registration Statement for the Plan on behalf of the Company on Form S-8 (the “Registration Statement”), for the purpose of registering 5,000,000 additional shares, 2,500,000 preferred stock purchase rights associated therewith and accompanying plan interests under the Plan and to file the same with the Securities and Exchange Commission in the form the officers executing the same approve, the approval of any such officer to be conclusively evidenced by execution and delivery thereof; and further

RESOLVED, That the officers of the Company be, and they hereby are, authorized from time to time to execute in the name and on behalf of the Company, such further amendment or amendments to said Registration Statement, as they shall deem desirable, to procure all other necessary signatures thereto and to file such amendment or amendments, when so signed, with the Securities and Exchange Commission; and further

RESOLVED, That Paul Heldman and Bruce M. Gack, or either one of them, be, and they hereby are, made, constituted and appointed the true and lawful attorneys-in-fact, with authority to sign and execute on behalf of The Kroger Co., and on behalf of the directors and officers thereof in their official capacities, the Registration Statement and any and all amendments thereto, which they in their discretion deem necessary or advisable to be filed with the Securities and Exchange Commission; and further

RESOLVED, That Paul Heldman, Senior Vice President, Secretary and General Counsel of this Company, whose address is 1014 Vine Street, Cincinnati, Ohio, be and he hereby is designated as the Agent for Service to be named in the Registration Statement, and authorized to receive notices and communications, with respect to the registration under the Securities Act of 1933, as amended, of the proposed issues of the aforesaid shares of Common Stock, Preferred Stock purchase rights and the plan interests with all powers consequent upon such designation under the rules and regulations of the Securities and Exchange Commission; and further

RESOLVED, That the officers of the Company be, and they hereby are, authorized to list the shares of Common Stock subject to the Plan, along with 2,500,000 rights under the Company’s Warrant Dividend Plan, with the New York Stock Exchange and to take any and all actions, and prepare, execute, and file any and all applications, documents, reports, exhibits, agreements, and other papers, including an indemnity agreement relating to the use of facsimile signatures in the execution of the aforesaid shares of Common Stock, necessary, incidental or convenient to effectuate such listing; and further

RESOLVED, That for the purpose of executing the aforesaid shares of Common Stock the Company hereby adopts and acknowledges the facsimile signatures of Joseph A. Pichler and Paul Heldman, its Chairman of the Board, and Secretary, respectively, and said shares of Common Stock may be executed by the facsimile signatures hereby adopted until further order of the Board of Directors, notwithstanding that either or both of said persons may have ceased to hold the respective aforesaid offices at the time such shares of Common Stock shall be actually delivered; and further

RESOLVED, That the officers of the Company be, and they hereby are, authorized and directed, in the name and on behalf of the Company, to take any and all action which they deem necessary or advisable to register or qualify the aforesaid shares of Common Stock for issue, offer, sale or trade under the Blue Sky or securities laws of any State of the United States or Province of Canada and in connection therewith to sign, execute, acknowledge, verify, deliver, file and publish all such applications, issuer’s covenants, consents to service of process, resolutions and other papers and documents as may be required under such laws, and to take any and all further action which they deem necessary or advisable in order to maintain such registration or qualification of such shares of Common Stock for as long as they may deem necessary or as required by law; and further

RESOLVED, That the officers of the Company be, and they hereby are, authorized and directed in the name and on behalf of the Company to do or cause to be done all such further acts and things, to prepare, execute and deliver and, where necessary or appropriate, file with the appropriate governmental authorities, all such certificates, contracts, agreements, registration statements, documents, applications, instruments, or other papers, as in their judgment, or in the judgment of any of them shall be necessary or appropriate to carry out, comply with and effectuate the purposes and intents of the foregoing resolutions and the various transactions contemplated thereby, including such changes to or restatements of the prospectus for the Plan as may be necessary or desirable in the judgment of the officers, upon advice of counsel.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That each of the undersigned directors of The Kroger Co. (the “Company”) hereby constitutes and appoints Paul W. Heldman and Bruce M. Gack and each of them (with full power to each of them to act alone) his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to sign, execute and affix his or her seal thereto and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) any of the documents referred to below relating to the registration under the Securities Act of 1933, as amended, on Form S-8 or other appropriate form of such number of shares of Common Stock of the Company as the Company may determine to include in the registration statement or any amendment thereto, along with a like number of Preferred Stock Purchase Rights under the Company’s Warrant Dividend Plan and an indeterminate number of plan interests associated therewith with respect to the selling of any such stock to employees of the Company or its subsidiaries pursuant to The Dillon Companies, Inc. Profit Sharing Plan: (a) a registration statement under the Securities Act of 1933, as amended, with all exhibits and any and all documents required to be filed with respect thereto; and (b) any and all amendments thereto that may be filed from time to time by the Company with all exhibits and any and all documents required to be filed with respect thereto; granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned directors have hereunto set their hands as of the 26^th day of June 2003.

/s/    REUBEN V. ANDERSON	/s/    DON W. MCGEORGE
/s/    ROBERT D. BEYER	/s/    W. RODNEY MCMULLEN
/s/    JOHN L. CLENDENIN	/s/    CLYDE R. MOORE
/s/    RICHARD K. DAVIDSON	/s/    THOMAS H. O’LEARY
/s/    DAVID B. DILLON	/s/    KATHERINE D. ORTEGA
/s/    JOHN T. LAMACCHIA	/s/    SUSAN M. PHILLIPS
/s/    DAVID B. LEWIS	/s/    JOSEPH A. PICHLER
/s/    EDWARD M. LIDDY	/s/    BOBBY S. SHACKOULS

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of The Kroger Co. (the “Company”) hereby constitutes and appoints Paul W. Heldman and Bruce M. Gack and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent for him and on his behalf and in his name, place and stead, to sign, execute and affix his seal thereto and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) any of the documents referred to below relating to the registration under the Securities Act of 1933, as amended, on Form S-8 or other appropriate form of such number of shares of Common Stock of the Company as the Company may determine to include in the registration statement or any amendment thereto, along with a like number of Preferred Stock Purchase Rights under the Company’s Warrant Dividend Plan and an indeterminate number of plan interests associated therewith with respect to the selling of any such stock to employees of the Company or its subsidiaries pursuant to The Dillon Companies, Inc. Profit Sharing Plan: (a) a registration statement under the Securities Act of 1933, as amended, with all exhibits and any and all documents required to be filed with respect thereto; and (b) any and all amendments thereto that may be filed from time to time by the Company with all exhibits and any and all documents required to be filed with respect thereto; granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand.

/s/    DAVID B. DILLON	June 26, 2003
David B. Dillon Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of The Kroger Co. (the “Company”) hereby constitutes and appoints Paul W. Heldman and Bruce M. Gack and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent for him and on his behalf and in his name, place and stead, to sign, execute and affix his seal thereto and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) any of the documents referred to below relating to the registration under the Securities Act of 1933, as amended, on Form S-8 or other appropriate form of such number of shares of Common Stock of the Company as the Company may determine to include in the registration statement or any amendment thereto, along with a like number of Preferred Stock Purchase Rights under the Company’s Warrant Dividend Plan and an indeterminate number of plan interests associated therewith with respect to the selling of any such stock to employees of the Company or its subsidiaries pursuant to The Dillon Companies, Inc. Profit Sharing Plan: (a) a registration statement under the Securities Act of 1933, as amended, with all exhibits and any and all documents required to be filed with respect thereto; and (b) any and all amendments thereto that may be filed from time to time by the Company with all exhibits and any and all documents required to be filed with respect thereto; granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand.

/s/    J. MICHAEL SCHLOTMAN	June 26, 2003
J. Michael Schlotman Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of The Kroger Co. (the “Company”) hereby constitutes and appoints Paul W. Heldman and Bruce M. Gack and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent for her and on her behalf and in her name, place and stead, to sign, execute and affix her seal thereto and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) any of the documents referred to below relating to the registration under the Securities Act of 1933, as amended, on Form S-8 or other appropriate form of such number of shares of Common Stock of the Company as the Company may determine to include in the registration statement or any amendment thereto, along with a like number of Preferred Stock Purchase Rights under the Company’s Warrant Dividend Plan and an indeterminate number of plan interests associated therewith with respect to the selling of any such stock to employees of the Company or its subsidiaries pursuant to The Dillon Companies, Inc. Profit Sharing Plan: (a) a registration statement under the Securities Act of 1933, as amended, with all exhibits and any and all documents required to be filed with respect thereto; and (b) any and all amendments thereto that may be filed from time to time by the Company with all exhibits and any and all documents required to be filed with respect thereto; granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand.

/s/    M. ELIZABETH VAN OFLEN	June 26, 2003
M. Elizabeth Van Oflen Vice President, Controller and Principal Accounting Officer