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: STENGEL JAMES R (Global Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-18	Common Stock	M	2116.00	$40.5924	Acquired	4586.00	Direct
2004-02-18	Common Stock	M	2956.00	$43.8813	Acquired	7542.00	Direct
2004-02-18	Common Stock	S	472.00	$103.14	Disposed	7070.00	Direct
2004-02-18	Common Stock	S	4500.00	$103.13	Disposed	2570.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-18	Stock Option (right to buy)	$40.5924	M	2116.00	Disposed	2006-03-01	Common Stock (2116.00)	Direct
2004-02-18	Stock Option (right to buy)	$43.8813	M	2956.00	Disposed	2006-07-10	Common Stock (2956.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	55.00	Indirect
Common Stock	5517.59	Indirect
Common Stock	65.00	Indirect