PROCTER & GAMBLE Co — Director's Dealing 2004

Sep 17, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2004-09-15

Reporting Person: STENGEL JAMES R (Global Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-15	Common Stock	A	10352.0000	—	Acquired	16374.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-15	Stock Option (right to buy)	$56.5150	A	24342.0000	Acquired	2014-09-15	Common Stock (24342.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	110.0000	Indirect
Common Stock	11074.6597	Indirect
Common Stock	130.0000	Indirect

Footnotes

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

F2: Employee stock option granted under Issuer's 2001 Stock and Incentive Comensation Plan.