PROCTER & GAMBLE Co — Director's Dealing 2004

Sep 16, 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: LAFLEY ALAN G (Director, COB, Pres. and Chief Executive)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-10	Common Stock	G	189.0000	—	Disposed	338142.8620	Direct
2004-08-24	Common Stock	G	454.0000	—	Disposed	337688.8620	Direct
2004-09-01	Common Stock	G	19.0000	—	Disposed	337669.8620	Direct
2004-09-13	Common Stock	G	148.0000	—	Disposed	337521.8620	Direct
2004-09-15	Common Stock	A	174538.0000	—	Acquired	512059.8620	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	185793.0000	Acquired	2014-09-15	Common Stock (185793.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40612.4556	Indirect
Common Stock	715.0960	Indirect
Common Stock	6158.0000	Indirect

Footnotes

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

F2: By A. G. Lafley Irrevocable Trust II U/A dated March 8, 1999, Margaret G. Lafley, trustee, for benefit of reporting person's wife
and children.

F3: Employee stock option granted under Issuer's 2001 Stock and Incentive Comensation Plan.