PROCTER & GAMBLE Co — Director's Dealing 2003

May 14, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2002-08-08

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

Footnotes

F1: In addition, Mr. Daley indirectly owns the following shares: 242 held by Daley Investment Co. Ltd. and 22,753.412 held by Retirement Plan Trustees.

F2: On 12/12/02, the reporting person's spouse became the beneficial owner of a portion of these shares as the result of inheritance.

F3: On 12/12/02, the reporting person's spouse became successor trustee and a partial beneficiary of these shares as the result of inheritance.

F4: Higher of $13.75 or market price of Common Stock.

F5: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 10/1/02 through 12/31/02.

F6: 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.

F7: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.

F8: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 1/1/03 through 3/31/03.