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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-05	Common Stock	G	49.0000	—	Disposed	349853.8620	Direct
2004-04-13	Common Stock	G	47.0000	—	Disposed	349806.8620	Direct
2004-05-18	Common Stock	G	48.0000	—	Disposed	349758.8620	Direct
2004-06-15	Common Stock	G	1001.0000	—	Disposed	348757.8620	Direct
2004-07-14	Common Stock	G	728.0000	—	Disposed	348029.8620	Direct
2004-08-04	Common Stock	S	2800.0000	$54.32	Disposed	345229.8620	Direct
2004-08-04	Common Stock	S	13200.0000	$54.30	Disposed	332029.8620	Direct
2004-08-04	Common Stock	A	6302.0000	—	Acquired	338331.8620	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-31	Series A Preferred Stock	$	A	130.4229	Acquired		Common Stock (130.4229)	Indirect
2004-03-31	Series A Preferred Stock	$	A	102.4984	Acquired		Common Stock (102.4984)	Indirect
2004-06-30	Series A Preferred Stock	$	A	227.0282	Acquired		Common Stock (227.0282)	Indirect

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: 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 56.3246 s
hares of Common Stock under Issuer's Profit Sharing Trust and Employee Stock Ownership Plan.

F4: 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.

F5: Higher of $13.75 or market price of Common Stock.

F6: 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.

F7: 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.

F8: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.

F9: 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.

F10: 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.