PROCTER & GAMBLE Co — Director's Dealing 2004

May 6, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2004-05-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-05	Common Stock	M	17735.0000	$32.8707	Acquired	67070.0000	Direct
2004-05-05	Common Stock	F	5148.0000	$106.7000	Disposed	61922.0000	Direct
2004-05-05	Common Stock	M	16754.0000	$40.5924	Acquired	78676.0000	Direct
2004-05-05	Common Stock	F	4355.0000	$106.7000	Disposed	74321.0000	Direct
2004-05-05	Common Stock	M	7388.0000	$43.8813	Acquired	81709.0000	Direct
2004-05-05	Common Stock	F	1825.0000	$106.7000	Disposed	79884.0000	Direct
2004-05-05	Common Stock	S	230.0000	$107.04	Disposed	79654.0000	Direct
2004-05-05	Common Stock	S	12300.0000	$106.96	Disposed	67354.0000	Direct
2004-05-05	Common Stock	S	2400.0000	$106.94	Disposed	64954.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-05	Stock Option (right to buy)	$32.8707	M	17735.0000	Disposed	2005-02-28	Common Stock (17735.0000)	Direct
2004-05-05	Stock Option (right to buy)	$40.5924	M	16754.0000	Disposed	2006-03-01	Common Stock (16754.0000)	Direct
2004-05-05	Stock Option (right to buy)	$43.8813	M	7388.0000	Disposed	2006-07-10	Common Stock (7388.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	242.0000	Indirect
Common Stock	23348.9326	Indirect