PROCTER & GAMBLE Co — Director's Dealing 2005

Aug 24, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2005-08-22

Reporting Person: STENGEL JAMES R (Global Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-22	Common Stock	M	12486.00	$29.876800	Acquired	30166.54	Direct
2005-08-22	Common Stock	M	3230.00	$37.477800	Acquired	33396.54	Direct
2005-08-22	Common Stock	M	11708.00	$41.973200	Acquired	45104.54	Direct
2005-08-22	Common Stock	M	2788.00	$45.21290	Acquired	47892.54	Direct
2005-08-22	Common Stock	S	25200.00	$55.26	Disposed	22692.54	Direct
2005-08-22	Common Stock	S	4300.00	$55.30	Disposed	18392.54	Direct
2005-08-22	Common Stock	S	200.00	$55.31	Disposed	18192.54	Direct
2005-08-22	Common Stock	S	512.00	$55.28	Disposed	17680.54	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-08-22	Stock Option (right to buy)	$29.8768	M	12486.00	Disposed	2007-02-28	Common Stock (12486.00)	Direct
2005-08-22	Stock Option (right to buy)	$37.4778	M	3230.00	Disposed	2007-07-09	Common Stock (3230.00)	Direct
2005-08-22	Stock Option (right to buy)	$41.9732	M	11708.00	Disposed	2008-02-27	Common Stock (11708.00)	Direct
2005-08-22	Stock Option (right to buy)	$45.2129	M	2788.00	Disposed	2008-07-09	Common Stock (2788.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	110.00	Indirect
Common Stock	11930.40	Indirect
Common Stock	130.00	Indirect

Footnotes

F1: Total reflects grant of dividend equivalents in the form of RSUs on November 15, 2004, February 15, 2005 and May 16, 2005, pursua
nt to Issuer's 2001 Stock and Incentive Compensation Plan.

F2: Shares adjusted for 2-for-1 stock splits on 8/22/97 and 5/21/04.

F3: Shares adjusted for 2-for-1 stock split on May 21, 2004.