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: ANTOINE RICHARD L (Global Human Resources 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	41331.0000	Acquired	2014-02-27	Common Stock (41331.0000)	Direct
2004-02-27	Stock Option (right to buy)	$102.83	A	20666.0000	Acquired	2014-02-27	Common Stock (20666.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21631.0000	Direct
Common Stock	35568.4324	Indirect
Common Stock	1050.0000	Indirect

Footnotes

F1: By daughter, Shannon, as beneficiary of Trust.

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