PROCTER & GAMBLE Co — Director's Dealing 2006

May 17, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2006-05-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-15	Common Stock	F	87.00	$55.05	Disposed	820327.19	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	43561.31	Indirect
Common Stock	715.10	Indirect
Common Stock	6158.00	Indirect

Footnotes

F1: Automatic conversion of Restricted Stock Units ("RSUs") to withhold for taxes due upon dividend equivalents granted in the form o
f RSUs on May 15, 2006.

F2: Total includes grant of dividend equivalents in the form of RSUs on May 15, 2006, pursuant to Issuer's 2001 Stock and Incentive C
ompensation Plan.

F3: 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.