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PROCTER & GAMBLE Co Director's Dealing 2005

Mar 2, 2005

29757_dirs_2005-03-02_d11ce2f1-36dd-4beb-9f75-45806cec1c27.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: 2005-02-28

Reporting Person: DALEY CLAYTON C JR (Chief Financial Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-11-08 Common Stock G 1228.0000 Disposed 117845.0000 Direct
2004-11-15 Common Stock G 850.0000 Disposed 116995.0000 Direct
2004-12-02 Common Stock G 1000.0000 Disposed 115995.0000 Direct
2004-12-13 Common Stock G 720.0000 Disposed 115275.0000 Direct
2004-12-31 Common Stock G 18.0000 Disposed 115257.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-09-30 Series A Preferred Stock $ A 128.3194 Acquired Common Stock (128.3194) Indirect
2004-12-31 Series A Preferred Stock $ A 15.3516 Acquired Common Stock (15.3516) Indirect
2005-02-28 Stock Option (right to buy) $53.5950 A 149268.0000 Acquired 2015-02-28 Common Stock (149268.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 484.0000 Indirect
Common Stock 48141.8713 Indirect

Footnotes

F1: Between 7/1/04 and 12/31/04, reporting person acquired 1323.274 shares of Common Stock under Issuer's Profit Sharing Trust and Em
ployee Stock Ownership Plan.

F2: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F3: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 7/1/04
through 9/30/04.

F4: Shares held by Retirement Plan Trustees. If officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.

F5: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.

F6: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 10/1/0
4 through 12/31/04.

F7: Employee stock option granted under Issuer's 2001 Stock and Incentive Compensation Plan.