PROCTER & GAMBLE Co — Director's Dealing 2005

Feb 25, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2005-02-24

Reporting Person: JOHNSON JAMES J (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-07	Common Stock	G	307.0000	—	Disposed	308382.0000	Direct
2005-02-24	Common Stock	M	48772.0000	$16.4354	Acquired	357154.0000	Direct
2005-02-24	Common Stock	F	14875.0000	$53.6950	Disposed	342279.0000	Direct
2005-02-24	Common Stock	S	14100.0000	$53.7500	Disposed	328179.0000	Direct
2005-02-24	Common Stock	S	35.0000	$53.7700	Disposed	328144.0000	Direct
2005-02-24	Common Stock	S	800.0000	$53.8700	Disposed	327344.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-24	Stock Option (right to buy)	$16.4354	M	48772.0000	Disposed	2005-02-28	Common Stock (48772.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	64559.2171	Indirect
Common Stock	1032.0000	Indirect
Common Stock	8864.0000	Indirect

Footnotes

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