PROCTER & GAMBLE Co — Director's Dealing 2003

Aug 15, 2003

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2003-06-01

Reporting Person: CLARK R KERRY (Director, Vice COB and Pres. MD Bus)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2002-12-31	Series A Preferred Stock	$	A	21.2470	Acquired		Common Stock (21.2470)	Indirect
2003-03-31	Series A Preferred Stock	$	A	22.1056	Acquired		Common Stock (22.1056)	Indirect
2003-06-30	Series A Preferred Stock	$	A	20.8493	Acquired		Common Stock (20.8493)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45921.0000	Direct
Common Stock	3651.9704	Indirect
Common Stock	537.0000	Indirect
Common Stock	490.0000	Indirect
Common Stock	490.0000	Indirect

Footnotes

F1: By Norah J. Clark as Custodian for daughter, Alissa.

F2: By Norah J. Clark as Custodian for daughter, Heather.

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 10/1/0
2 through 12/31/02.

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.

F7: Series A Preferred Stock allocated to offier's Retirement Plan Account pursuant to formula award provision for the period 1/1/03
through 3/31/03.

F8: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award for the period 4/1/03 through 6
/30/03.