PROCTER & GAMBLE Co — Director's Dealing 2006

May 31, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2006-05-31

Reporting Person: OTTO CHARLOTTE R (Global External Relations Ofcr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-31	Common Stock	M	7204.00	$45.2129	Acquired	51891.89	Direct
2006-05-31	Common Stock	M	14000.00	$27.4459	Acquired	65891.89	Direct
2006-05-31	Common Stock	M	87600.00	$45.6625	Acquired	153491.89	Direct
2006-05-31	Common Stock	S	47000.00	$54.28	Disposed	106491.89	Direct
2006-05-31	Common Stock	S	9000.00	$54.29	Disposed	97491.89	Direct
2006-05-31	Common Stock	S	52804.00	$54.39	Disposed	44687.89	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-31	Stock Option (right to buy)	$45.2129	M	7204.0000	Disposed	2008-07-09	Common Stock (7204.0000)	Direct
2006-05-31	Stock Option (right to buy)	$27.4459	M	14000.0000	Disposed	2015-07-10	Common Stock (14000.0000)	Direct
2006-05-31	Stock Option (right to buy)	$45.6625	M	87600.0000	Disposed	2012-09-13	Common Stock (87600.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37084.86	Indirect

Footnotes

F1: Total includes grant of dividend equivalents in the form of RSUs on November 15, 2005, February 15, 2006 and May 15, 2006, pursua
nt to Issuer's 2001 Stock and Incentive Compensation Plan.