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PROCTER & GAMBLE Co Director's Dealing 2006

Aug 8, 2006

29757_dirs_2006-08-07_f0009bb4-48a3-47d0-8ad7-c70e65c489b1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-08-03 Common Stock A 5876.0000 Acquired 826203.1910 Direct
2006-08-03 Common Stock F 360.0000 $55.96 Disposed 825843.1910 Direct
2006-08-03 Common Stock F 5531.0000 $56.515 Disposed 820312.1910 Direct
2006-08-03 Common Stock F 3814.0000 $55.405 Disposed 816498.1910 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-06-30 Series A Preferred Stock $0 A 3.8222 Acquired Common Stock (3.8222) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 44152.7448 Indirect
Common Stock 715.0960 Indirect
Common Stock 6158.0000 Indirect

Footnotes

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

F2: Withholding for taxes not withheld from an award of RSUs on 9-15-04. Withholding, via automatic conversion of RSUs, was calculat
ed pursuant to average stock price on 9-15-04.

F3: Withholding for taxes not withheld from an award of RSUs on 9-15-05. Withholding, via automatic conversion of RSUs, calculated p
ursuant to average stock price on 9-15-05.

F4: Holdings as of June 30, 2006.

F5: 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.

F6: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F7: 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.

F8: 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.

F9: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.