PROCTER & GAMBLE Co — Director's Dealing 2004

Aug 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2004-08-03

Reporting Person: DALEY CLAYTON C JR (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-15	Common Stock	G	276.0000	—	Disposed	129632.0000	Direct
2004-08-03	Common Stock	S	17600.0000	$54.00	Disposed	112032.0000	Direct
2004-08-03	Common Stock	S	5100.0000	$54.01	Disposed	106932.0000	Direct
2004-08-03	Common Stock	S	300.0000	$54.02	Disposed	106632.0000	Direct
2004-08-03	Common Stock	S	3100.0000	$54.05	Disposed	103532.0000	Direct
2004-08-03	Common Stock	S	4038.0000	$54.06	Disposed	99494.0000	Direct
2004-08-03	Common Stock	S	100.0000	$54.07	Disposed	99394.0000	Direct
2004-08-03	Common Stock	S	1000.0000	$53.55	Disposed	98394.0000	Direct
2004-08-04	Common Stock	A	2206.0000	—	Acquired	100600.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-31	Series A Preferred Stock	$	A	143.5299	Acquired		Common Stock (143.5299)	Indirect
2004-03-31	Series A Preferred Stock	$	A	115.6968	Acquired		Common Stock (115.6968)	Indirect
2004-06-30	Series A Preferred Stock	$	A	254.9588	Acquired		Common Stock (254.9588)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	484.0000	Indirect
Common Stock	46818.5973	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 85.3253 s
hares 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.