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PROCTER & GAMBLE Co Director's Dealing 2003

Oct 31, 2003

29757_dirs_2003-10-31_7cf31376-2d14-4840-bebb-75a2be592635.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2003-10-29

Reporting Person: DALEY CLAYTON C JR (Chief Financial Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2003-10-28 Common Stock G 110.0000 Disposed 49337.0000 Direct
2003-10-29 Common Stock M 13301.0000 $28.1877 Acquired 62638.0000 Direct
2003-10-29 Common Stock F 3020.0000 $97.3450 Disposed 59618.0000 Direct
2003-10-29 Common Stock S 10100.0000 $97.50 Disposed 49518.0000 Direct
2003-10-29 Common Stock S 183.0000 $97.51 Disposed 49335.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2003-09-30 Series A Preferred Stock $ A 218.7947 Acquired Common Stock (218.7947) Indirect
2003-10-29 Stock Option (right to buy) $28.1877 M 13301.0000 Disposed 2004-02-25 Common Stock (13301.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 242.0000 Indirect
Common Stock 23348.9326 Indirect
Common Stock 44.0000 Indirect

Footnotes

F1: Between 7/1/03 and 9/30/03, reporting person acquired 473.9222 shares of Common Stock under Issuer's Profit Sharing Trust and Emp
loyee Stock Ownership Plan.

F2: On 12/12/02, the reporting person's spouse became the beneficial owner of a portion of 132 shares as the result of inheritance. In June 2003, the shares were distributed equally among the beneficiaries, with reporting person's spouse acquiring beneficial ownership of 44 of the 132 shares.

F3: Higher of $13.75 or market price of Common Stock.

F4: 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.

F5: 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.

F6: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.