PROCTER & GAMBLE Co — Director's Dealing 2005

Aug 17, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2005-08-15

Reporting Person: LAFLEY ALAN G (Director, COB, Pres. and Chief Executive)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-15	Common Stock	F	35.0000	$53.945	Disposed	551375.7500	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	41827.2049	Indirect
Common Stock	715.0960	Indirect
Common Stock	6158.0000	Indirect

Footnotes

F1: Automatic conversion of Restricted Stock Units ("RSUs") to withhold for taxes due upon dividend equivalents granted in the form o
f RSUs on August 15, 2005.

F2: Total reflects grant of dividend equivalents in the form of RSUs on August 15, 2005, pursuant to Issuer's 2001 Stock and Incentiv
e Compensation Plan.

F3: By A.G. Lafley Irrevocable Trust II U/A dated March 8, 1999, Margaret G. Lafley, trustee, for benefit of reporting person's wife
and children.