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: 2004-05-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-04	Common Stock	S	1600.0000	$106.02	Disposed	181923.9310	Direct
2004-05-04	Common Stock	S	6400.0000	$106.00	Disposed	175523.9310	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20267.7830	Indirect
Common Stock	357.5480	Indirect
Common Stock	3079.0000	Indirect

Footnotes

F1: 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.