PROCTER & GAMBLE Co — Director's Dealing 2003

Aug 7, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2003-08-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-05	Common Stock	A	1218.0000	—	Acquired	49772.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-06-30	Series A Preferred Stock	$0.0000	A	31.1632	Acquired	1988-08-08	Common Stock (31.1632)	Indirect

Footnotes

F1: Shares awarded pursuant to Issuer's 2001 Stock Plan.

F2: In addition, Mr. Daley indirectly owns the following shares: 242 held by Daley Investment Co. Ltd., 132 held by spouse as the beneficial owner of a portion of these shares as the result of inheritance, and 22,875.0104 held by Retirement Plan Trustees.

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 4/1/03
through 6/30/03.

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.