PROCTER & GAMBLE Co — Director's Dealing 2003

Nov 25, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2003-11-24

Reporting Person: STENGEL JAMES R (Global Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-24	Common Stock	M	4000.0000	$40.5924	Acquired	6470.0000	Direct
2003-11-24	Common Stock	S	2100.0000	$97.18	Disposed	4370.0000	Direct
2003-11-24	Common Stock	S	1900.0000	$97.16	Disposed	2470.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-30	Series A Preferred Stock	$	A	115.3837	Acquired		Common Stock (115.3837)	Indirect
2003-11-24	Stock Option (right to buy)	$40.5924	M	4000.0000	Disposed	2006-03-01	Common Stock (4000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	55.0000	Indirect
Common Stock	5517.5884	Indirect
Common Stock	65.0000	Indirect

Footnotes

F1: Between 7/1/03 and 9/30/03, reporting person acquired 419.5558 shares of Common Stock under Issuer's Profit Sharing Trust and Emp
loyee Stock Ownership Plan.

F2: Higher of $13.75 or market price of Common Stock.

F3: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 7/1/03
through 9/30/03.

F4: Shares held by Retirement Plan Trustees. If officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.

F5: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.

F6: Due to the spin-off of a portion of Issuer's business, reporting person's stock option was adjusted, pursuant to the anti-dilution provisions of Issuer's stock option plan, in order to preserve the pre-spin-off value of the option.