PROCTER & GAMBLE Co — Director's Dealing 2005

Feb 22, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2005-02-17

Reporting Person: ANTOINE RICHARD L (Global Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-04	Common Stock	G	980.0000	—	Disposed	74529.0000	Direct
2005-02-17	Common Stock	M	19000.0000	$20.2962	Acquired	93529.0000	Direct
2005-02-17	Common Stock	S	800.0000	$53.3200	Disposed	92729.0000	Direct
2005-02-17	Common Stock	S	18200.0000	$53.3000	Disposed	74529.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-17	Stock Option (right to buy)	$20.2962	M	19000.0000	Disposed	2006-03-01	Common Stock (19000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	71218.5805	Indirect
Common Stock	2100.0000	Indirect

Footnotes

F1: Shares adjusted for 2-for-1 stock split effective May 21, 2004.

F2: By daughter, Shannon, as beneficiary of Trust.