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PROCTER & GAMBLE Co Director's Dealing 2005

Aug 17, 2005

29757_dirs_2005-08-17_7c756d1a-7460-4691-9dd7-8e7ff0fb0e71.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: JOHNSON JAMES J (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-15	Common Stock	F	14.0000	$53.945	Disposed	331091.0970	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	66008.8647	Indirect
Common Stock	1032.0000	Indirect
Common Stock	8864.0000	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.