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: JOHNSON JAMES J (Chief Legal Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-27	Stock Option (right to buy)	$102.83	A	26744.0000	Acquired	2014-02-27	Common Stock (26744.0000)	Direct
2004-02-27	Stock Option (right to buy)	$102.83	A	13372.0000	Acquired	2014-02-27	Common Stock (13372.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	126774.0000	Direct
Common Stock	32236.7335	Indirect
Common Stock	516.0000	Indirect
Common Stock	4432.0000	Indirect

Footnotes

F1: Employee stock option granted under Issuer's 2001 Stock Plan.