PROCTER & GAMBLE Co — Director's Dealing 2004

Feb 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2004-02-18

Reporting Person: JOHNSON JAMES J (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-18	Common Stock	M	22169.00	$28.1877	Acquired	138000.00	Direct
2004-02-18	Common Stock	F	5159.00	$103.1650	Disposed	132841.00	Direct
2004-02-18	Common Stock	S	6067.00	$103.11	Disposed	126774.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-30	Series A Preferred Stock	$	A	266.04	Acquired		Common Stock (266.04)	Indirect
2004-02-18	Stock Option (right to buy)	$28.1877	M	22169.00	Disposed	2004-02-25	Common Stock (22169.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32236.73	Indirect
Common Stock	516.00	Indirect
Common Stock	4432.00	Indirect

Footnotes

F1: Between 7/1/03 and 9/30/03, reporting person acquired 471.8119 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.