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PROCTER & GAMBLE Co Director's Dealing 2005

Mar 2, 2005

29757_dirs_2005-03-02_9739bf57-d28d-45f6-9d1e-23cf93e5649f.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: LAFLEY ALAN G (Director, COB, Pres. and Chief Executive)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-02-28 Common Stock G 376.0000 Disposed 571657.8620 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-09-30 Series A Preferred Stock $ A 128.4192 Acquired Common Stock (128.4192) Indirect
2004-12-31 Series A Preferred Stock $ A 15.9055 Acquired Common Stock (15.9055) Indirect
2005-02-28 Stock Option (right to buy) $53.5950 A 764306.0000 Acquired 2015-02-28 Common Stock (764306.0000) Direct

Holdings (Non-Derivative)

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

Footnotes

F1: Between 7/1/04 and 12/31/04, reporting person acquired 1214.7493 shares of Common Stock under Issuer's Profit Sharing Trust and E
mployee Stock Ownership Plan.

F2: 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.

F3: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F4: 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.

F5: 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.

F6: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.

F7: 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.

F8: Employee stock option granted under Issuer's 2001 Stock and Incentive Compensation Plan.