PROCTER & GAMBLE Co — Director's Dealing 2004

Sep 29, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2004-09-27

Reporting Person: STOREY ROBERT D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-27	Common Stock	M	3760.0000	$34.5688	Acquired	15678.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-27	Stock Option (right to buy)	$34.5688	M	3760.0000	Disposed	2016-09-24	Common Stock (3760.0000)	Direct

Footnotes

F1: Due to the spin-off of a portion of Issuer's business, reporting person's 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. Also adjusted for 2-1 stock split effective June 21, 2004.