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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-15	Common Stock	F	32.0000	$53.165	Disposed	558146.9670	Direct
2005-05-16	Common Stock	F	34.0000	$55.045	Disposed	558112.9670	Direct

Holdings (Non-Derivative)

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

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.