PROCTER & GAMBLE Co — Director's Dealing 2004

Mar 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2004-02-27

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-27	Stock Option (right to buy)	$102.83	A	235278.0000	Acquired	2014-02-27	Common Stock (235278.0000)	Direct
2004-02-27	Stock Option (right to buy)	$102.83	A	117639.0000	Acquired	2014-02-27	Common Stock (117639.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	186363.9310	Direct
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.

F2: Employee stock option granted under Issuer's 2001 Stock Plan.