PROCTER & GAMBLE Co — Director's Dealing 2004

Aug 6, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2004-08-04

Reporting Person: CLARK R KERRY (Director, V. COB-Glb Health Baby Family)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-04	Common Stock	A	2983.0000	—	Acquired	97737.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-31	Series A Preferred Stock	$	A	41.4510	Acquired		Common Stock (41.4510)	Indirect
2004-03-31	Series A Preferred Stock	$	A	39.0639	Acquired		Common Stock (39.0639)	Indirect
2004-06-30	Series A Preferred Stock	$	A	83.5904	Acquired		Common Stock (83.5904)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8218.2261	Indirect
Common Stock	1394.0000	Indirect
Common Stock	1394.0000	Indirect

Footnotes

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

F2: Shares adjusted for 2-for-1 stock split effective June 21, 2004.

F3: Adjusted for 2-for-1 stock split effective June 21, 2004. Also, between 10/1/03 and 6/30/04, the reporting person acquired .0021 shares of Common Stock under The Procter and Gamble Profit Sharing Trust and Employee Stock Ownership Plan.

F4: By Norah J. Clark as Custodian for daughter, Alissa.

F5: By Norah J. Clark as Custodian for daughter, Heather.

F6: Higher of $13.75 or market price of Common Stock.

F7: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 10/1/0
3 through 12/31/03.

F8: 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.

F9: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.

F10: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 1/1/0
4 through 3/31/04.

F11: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award for the period 4/1/04 through
6/30/04.