PROCTER & GAMBLE Co — Director's Dealing 2003

Aug 15, 2003

SEC Form 5/A — Form 5/A

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

Reporting Person: STENGEL JAMES R (Global Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2002-12-10	Common Stock	G	48.0000	—	Disposed	1960.0990	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-06-30	Series A Preferred Stock	$	A	16.8934	Acquired		Common Stock (16.8934)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	55.0000	Indirect
Common Stock	5098.0326	Indirect
Common Stock	65.0000	Indirect

Footnotes

F1: Higher of $13.75 or market price of Common Stock.

F2: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 4/1/03
through 6/30/03.

F3: 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.

F4: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.