PROCTER & GAMBLE Co — Director's Dealing 2006

Aug 8, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2006-08-03

Reporting Person: Sheppard Valarie L (Comptroller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-03	Common Stock	A	407.0000	—	Acquired	10780.0600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-06-30	Series A Preferred Stock	$0	A	1.1709	Acquired		Common Stock (1.1709)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6033.5060	Indirect

Footnotes

F1: Award in the form of RSUs. Amount and price computed per benefit formula for plan year ended June 30, 2006.

F2: Total includes grant of dividend equivalents in the form of RSUs on 11/15/05, 2/15/06 and 5/15/06, pursuant to Issuer's 2001 Stoc
k and Incentive Compensation Plan.

F3: Holdings as of 12/31/2005.

F4: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F5: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 4/1/06
through 6/30/06.

F6: 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.

F7: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.