PROCTER & GAMBLE Co — Director's Dealing 2005

Aug 15, 2005

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2005-06-30

Reporting Person: JOHNSON JAMES J (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-15	Common Stock	F	13.0000	$53.165	Disposed	328034.4210	Direct
2005-05-16	Common Stock	F	13.0000	$55.045	Disposed	328021.4210	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: The Issuer inadvertently failed to report the automatic conversion of restricted stock units to withhold for taxes due upon divid
end equivalents granted in the form of RSUs on February 15 and May 16, 2005.

F2: 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.