PROCTER & GAMBLE Co — Director's Dealing 2003

Nov 4, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2003-10-31

Reporting Person: DAVID STEPHEN N (CIO and B2B Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-31	Common Stock	M	13503.0000	$32.8707	Acquired	20275.0000	Direct
2003-10-31	Common Stock	S	3503.0000	$98.00	Disposed	16772.0000	Direct
2003-10-31	Common Stock	S	10000.0000	$97.95	Disposed	6772.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-30	Series A Preferred Stock	$	A	194.8909	Acquired		Common Stock (194.8909)	Indirect
2003-10-31	Stock Option (right to buy)	$32.8707	M	13503.0000	Disposed	2005-02-28	Common Stock (13503.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18390.1126	Indirect

Footnotes

F1: Between 7/1/03 and 9/30/03, reporting person acquired 469.3423 shares of Common Stock under The Procter and Gamble Profit Sharing
Trust and Employee 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.