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: MARTIN MARIANO (Global Cust. Bus. Dev. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-04	Common Stock	A	891.0000	—	Acquired	3171.1560	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-31	Series A Preferred Stock	$	A	4.7988	Acquired		Common Stock (4.7988)	Indirect
2004-03-31	Series A Preferred Stock	$	A	4.0513	Acquired		Common Stock (4.0513)	Indirect
2004-06-30	Series A Preferred Stock	$	A	8.8376	Acquired		Common Stock (8.8376)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	68.0000	Indirect
Common Stock	68.0000	Indirect
Common Stock	1697.1767	Indirect
Common Stock	68.0000	Indirect
Common Stock	68.0000	Indirect
Common Stock	68.0000	Indirect
Common Stock	2000.0000	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: Mariano Martin and Leticia Martin Chocano joint tenants wth right of survivorship.

F4: Mariano Martin custodian for Sandra Martin Chocano under the Uniform Gift to Minors Act (UGMA).

F5: Adjusted for 2-for-1 stock split effective June 21, 2004. Also, between 10/1/03 and 6/30/04, reporting person acquired 1.1053 sh
ares of Common Stock under Issuer's Profit Sharing Trust and Employee Stock Ownership Plan.

F6: Mariano Martin custodian for Ignacio Martin Chocano (UGMA).

F7: Mariano Martin custodian for Jaime Martin Chocano (UGMA).

F8: Mariano Martin custodian for Javier Martin Chocano (UGMA).

F9: The Mariano Martin Revocable Living Trust.

F10: Higher of $13.75 or market price of Common Stock.

F11: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 10/1/
03 through 12/31/03.

F12: 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.

F13: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.

F14: 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.

F15: 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.