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: CLARK R KERRY (Director, Vice COB and Pres. MD Bus)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-18	Common Stock	G	207.0000	—	Disposed	47377.0000	Direct
2003-11-18	Common Stock	G	537.0000	—	Disposed	0.0000	Indirect
2003-11-18	Common Stock	G	207.0000	—	Acquired	697.0000	Indirect
2003-11-18	Common Stock	G	207.0000	—	Acquired	697.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-27	Stock Option (right to buy)	$102.83	A	77799.0000	Acquired	2014-02-27	Common Stock (77799.0000)	Direct
2004-02-27	Stock Option (right to buy)	$102.83	A	38900.0000	Acquired	2014-02-27	Common Stock (38900.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4109.1115	Indirect

Footnotes

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