PROCTER & GAMBLE Co — Director's Dealing 2005

Feb 7, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2005-02-03

Reporting Person: LAFLEY ALAN G (Director, COB, Pres. and Chief Executive)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-03	Common Stock	M	98902.0000	$20.2962	Acquired	575540.8620	Direct
2005-02-03	Common Stock	F	26599.0000	$53.2650	Disposed	548941.8620	Direct
2005-02-03	Common Stock	M	31018.0000	$21.9407	Acquired	579959.8620	Direct
2005-02-03	Common Stock	F	7926.0000	$53.2650	Disposed	572033.8620	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-03	Stock Option (right to buy)	$20.2962	M	98902.0000	Disposed	2006-03-01	Common Stock (98902.0000)	Direct
2005-02-03	Stock Option (right to buy)	$21.9407	M	31018.0000	Disposed	2006-07-10	Common Stock (31018.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40612.4556	Indirect
Common Stock	715.0960	Indirect
Common Stock	6158.0000	Indirect

Footnotes

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

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.