PROCTER & GAMBLE Co — Director's Dealing 2006

Mar 2, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2006-02-28

Reporting Person: JOHNSON JAMES J (Chief Legal Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-31	Series A Preferred Stock	$	A	11.5595	Acquired		Common Stock (11.5595)	Indirect
2006-02-28	Stock Option (right to buy)	$60.50	A	74381.0000	Acquired	2016-02-28	Common Stock (74381.0000)	Direct

Footnotes

F1: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F2: 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.

F3: 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.

F4: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.