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PROCTER & GAMBLE Co Director's Dealing 2006

Mar 2, 2006

29757_dirs_2006-03-02_3695066d-ac94-4079-981b-27143ceb33b2.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: 2006-02-28

Reporting Person: DALEY CLAYTON C JR (Chief Financial Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-11-21 Common Stock G 1279.00 Disposed 131223.06 Direct
2005-12-23 Common Stock G 5429.00 Disposed 125794.06 Direct
2006-02-28 Common Stock M 39642.00 $29.8768 Acquired 165436.06 Direct
2006-02-28 Common Stock F 19577.00 $60.50 Disposed 145859.06 Direct
2006-02-28 Common Stock F 7471.00 $60.50 Disposed 138388.06 Direct
2005-12-23 Common Stock G 5429.00 Acquired 5429.00 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-12-31 Series A Preferred Stock $ A 9.9615 Acquired Common Stock (9.9615) Indirect
2006-02-28 Stock Option (right to buy) $29.8768 M 39642.0000 Disposed 2007-02-28 Common Stock (39642.0000) Direct
2006-02-28 Stock Option (right to buy) $60.50 A 132232.0000 Acquired 2016-02-28 Common Stock (132232.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 484.00 Indirect
Common Stock 50111.32 Indirect

Footnotes

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

F2: Holdings as of 12/31/2005.

F3: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F4: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 10/1/0
5 through 12/31/05.

F5: 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.

F6: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.