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PROCTER & GAMBLE Co Director's Dealing 2004

Aug 6, 2004

29757_dirs_2004-08-06_23280ee8-60f0-45f8-88ee-8a6dff8433aa.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BYRNES BRUCE L (Director, Vice COB-Global Household Care)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-08-04 Common Stock A 2983.0000 Acquired 315609.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2003-12-31 Series A Preferred Stock $ A 195.2594 Acquired Common Stock (195.2594) Indirect
2004-03-31 Series A Preferred Stock $ A 184.0174 Acquired Common Stock (184.0174) Indirect
2004-06-30 Series A Preferred Stock $ A 393.7678 Acquired Common Stock (393.7678) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 64416.4357 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, reporting person acquired .1531 sha
res of Common Stock under Issuer's Profit Sharing Trust and Employee Stock Ownership Plan.

F4: Higher of $13.75 or market price of Common Stock.

F5: 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.

F6: 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.

F7: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.

F8: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 1/1/04
through 3/31/04.

F9: 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.