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: HARRISON R KEITH (Global Product Supply Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-30	Series A Preferred Stock	$	A	254.7430	Acquired		Common Stock (254.7430)	Indirect
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	6501.0000	Direct
Common Stock	27807.1278	Indirect

Footnotes

F1: Between 7/1/03 and 9/30/03, reporting person acquired 478.3113 shares of Common Stock under Issuer's Profit Sharing Trust and Emp
loyee Stock Ownership Plan.

F2: Higher of $13.75 or market price of Common Stock.

F3: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 7/1/03
through 9/30/03.

F4: 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.

F5: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.

F6: Employee stock option granted under Issuer's 2001 Stock Plan.