PROCTER & GAMBLE Co — Director's Dealing 2004

Feb 4, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BYRNES BRUCE L (Director, Vice COB, Pres. Beauty-Health)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-02	Common Stock	M	14410.00	$32.8707	Acquired	164444.00	Direct
2004-02-02	Common Stock	F	3458.00	$101.3700	Disposed	160986.00	Direct
2004-02-02	Common Stock	F	4673.00	$101.3700	Disposed	156313.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-02	Stock Option (right to buy)	$32.8707	M	14410.00	Disposed	2005-02-28	Common Stock (14410.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32208.08	Indirect