PROCTER & GAMBLE Co — Director's Dealing 2005

Mar 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2005-02-28

Reporting Person: MARTIN MARIANO (Global Cust. Bus. Dev. Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-30	Series A Preferred Stock	$	A	125.6421	Acquired		Common Stock (125.6421)	Indirect
2004-12-31	Series A Preferred Stock	$	A	0.5001	Acquired		Common Stock (0.5001)	Indirect
2005-02-28	Stock Option (right to buy)	$53.5950	A	37317.0000	Acquired	2015-02-28	Common Stock (37317.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13109.1560	Direct
Common Stock	68.0000	Indirect
Common Stock	68.0000	Indirect
Common Stock	2435.4381	Indirect
Common Stock	68.0000	Indirect
Common Stock	68.0000	Indirect
Common Stock	68.0000	Indirect
Common Stock	2000.0000	Indirect

Footnotes

F1: Mariano Martin and Leticia Martin Chocano joint tenants wth right of survivorship.

F2: Mariano Martin custodian for Sandra Martin Chocano under the Uniform Gift to Minors Act (UGMA).

F3: Between 7/1/04 and 12/31/04, reporting person acquired 738.2614 shares of Common Stock under Issuer's Profit Sharing Trust and Em
ployee Stock Ownership Plan.

F4: Mariano Martin custodian for Ignacio Martin Chocano (UGMA).

F5: Mariano Martin custodian for Jaime Martin Chocano (UGMA).

F6: Mariano Martin custodian for Javier Martin Chocano (UGMA).

F7: The Mariano Martin Revocable Living Trust.

F8: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F9: 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.

F10: 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.

F11: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.

F12: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 10/1/
04 through 12/31/04.

F13: Employee stock option granted under Issuer's 2001 Stock and Incentive Compensation Plan.