PROCTER & GAMBLE Co — Director's Dealing 2003

May 9, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2003-05-07

Reporting Person: BYRNES BRUCE L (Vice COB & President-GBC & GHC)

Footnotes

F1: Due to the spin-off of a portion of Issuer's business, Mr. Byrnes' stock option exercise price was adjusted, pursuant to the anti-dilution provisions of Issuer's stock option plan, in order to preserve the pre-spin-off value of the option.

F2: Due to the spin-off of a portion of Issuer's business, the number of shares of the option were adjusted, pursuant to the anti-dilution provisions of Issuer's stock option plan, in order to preserve the pre-spin-off value of the option.

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 period 7/1/02 through 9/30/02.

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: 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.

F7: 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.

F8: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to Retirement Plan provisions.

F9: In addition, Mr. Byrnes indirectly owns the following shares: 31,589.4955 held by Retirement Plan Trustees.