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: ANTOINE RICHARD L (Global Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-02	Common Stock	M	14108.00	$32.8707	Acquired	35748.00	Direct
2004-02-02	Common Stock	F	3399.00	$101.3700	Disposed	32349.00	Direct
2004-02-02	Common Stock	S	10718.00	$101.66	Disposed	21631.00	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	14108.00	Disposed	2005-02-28	Common Stock (14108.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35568.43	Indirect
Common Stock	1050.00	Indirect

Footnotes

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