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: JOHNSON JAMES J (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-05	Common Stock	A	1270.0000	—	Acquired	115831.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2002-12-31	Series A Preferred Stock	$0.0000	A	36.5935	Acquired	1988-08-08	Common Stock (36.5935)	Indirect
2003-03-31	Series A Preferred Stock	$0.0000	A	38.0721	Acquired	1988-08-08	Common Stock (38.0721)	Indirect
2003-06-30	Series A Preferred Stock	$0.0000	A	35.9083	Acquired	1988-08-08	Common Stock (35.9083)	Indirect

Footnotes

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

F2: In addition, Mr. Johnson indirectly owns the following shares: 516 held by son Bradley, 4,432 held by spouse and 31,764.9216 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 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.