UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549



                                    FORM 8-K/A

                                 CURRENT REPORT



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


                          Date of Report: May 24, 2002
                        (Date of earliest event reported)



                                 THE KROGER CO.
             (Exact name of registrant as specified in its charter)


An Ohio Corporation                  No. 1-303                31-0345740
(State or other jurisdiction      (Commission File            (IRS Employer
of incorporation)                 Number)                     Number)


1014 Vine Street
Cincinnati, OH  45201
(Address of principal
executive offices)

Registrant's telephone number: (513) 762-4000



Explanatory Note:

          This filing is made solely to conform signatures on the contracts
          which are Exhibits to the Form 8-K filed on May 24, 2002.



Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits
-------   ------------------------------------------------------------------

               (c)  Exhibits:

                    99.1 364-Day Credit Agreement among the Company, the Initial
                         Lenders named therein, Citibank, N.A., as
                         Administrative Agent and as Paying Agent, JPMorgan
                         Chase Bank, as Administrative Agent, and Bank of
                         America, N.A., Bank One, NA, The Bank of
                         Tokyo-Mitsubishi, Ltd., Chicago Branch, and Union Bank
                         of California, N.A., as Co-Syndication Agents.

                    99.2 Five-Year Credit Agreement among the Company, the
                         Initial Lenders named therein, Citibank, N.A., as
                         Administrative Agent and as Paying Agent, JPMorgan
                         Chase Bank, as Administrative Agent, and Bank of
                         America, N.A., Bank One, NA, The Bank of
                         Tokyo-Mitsubishi, Ltd., Chicago Branch, and Union Bank
                         of California, N.A., as Co-Syndication Agents.



                                    SIGNATURE
                                    ---------

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 hereto duly authorized.

                                          THE KROGER CO.



June 10, 2003                             By: /s/ Paul Heldman
                                              Paul Heldman
                                              Senior Vice President, Secretary
                                               and General Counsel



                                  EXHIBIT INDEX



Exhibit No.                                Exhibit
-----------                                -------
                 
   99.1             364-Day Credit Agreement among the Company, the Initial
                    Lenders named therein, Citibank, N.A., as Administrative
                    Agent and as Paying Agent, JPMorgan Chase Bank, as
                    Administrative Agent, and Bank of America, N.A., Bank One,
                    NA, The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch, and
                    Union Bank of California, N.A., as Co-Syndication Agents.

   99.2             Five-Year Credit Agreement among the Company, the Initial
                    Lenders named therein, Citibank, N.A., as Administrative
                    Agent and as Paying Agent, JPMorgan Chase Bank, as
                    Administrative Agent, and Bank of America, N.A., Bank One,
                    NA, The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch, and
                    Union Bank of California, N.A., as Co-Syndication Agents.