PROCTER & GAMBLE Co — Director's Dealing 2004

Feb 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2004-01-29

Reporting Person: MCDONALD ROBERT A (Pres. Global Fabric-Home Care)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-29	Common Stock	M	8867.00	$28.1877	Acquired	21664.00	Direct
2004-01-29	Common Stock	F	2674.00	$99.90	Disposed	18990.00	Direct
2004-01-29	Common Stock	F	2502.00	$99.90	Disposed	16488.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-30	Series A Preferred Stock	$	A	155.23	Acquired		Common Stock (155.23)	Indirect
2004-01-29	Stock Option (right to buy)	$28.1877	M	8867.00	Disposed	2004-02-25	Common Stock (8867.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11470.50	Indirect

Footnotes

F1: Between 7/1/03 and 9/30/03, reporting person acquired 459.9917 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.