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: CLARK R KERRY (Director, V. COB-Glb Health Baby Family)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-29	Common Stock	G	1560.0000	—	Disposed	134466.0000	Direct
2004-11-29	Common Stock	G	400.0000	—	Acquired	1794.0000	Indirect
2004-11-29	Common Stock	G	400.0000	—	Acquired	1794.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-30	Series A Preferred Stock	$	A	127.3496	Acquired		Common Stock (127.3496)	Indirect
2004-12-31	Series A Preferred Stock	$	A	9.9713	Acquired		Common Stock (9.9713)	Indirect
2005-02-28	Stock Option (right to buy)	$53.5950	A	177256.0000	Acquired	2015-02-28	Common Stock (177256.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9089.7742	Indirect

Footnotes

F1: Between 7/1/04 and 12/31/04, the reporting person acquired 871.5481 shares of Common Stock under The Procter and Gamble Profit Sh
aring Trust and Employee 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.