PROCTER & GAMBLE Co — Director's Dealing 2006

Feb 28, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2006-02-24

Reporting Person: ANTOINE RICHARD L (Global Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-24	Common Stock	M	22666.00	$29.8768	Acquired	108487.81	Direct
2006-02-24	Common Stock	S	18800.00	$61.11	Disposed	89687.81	Direct
2006-02-24	Common Stock	S	3866.00	$61.20	Disposed	85821.81	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-31	Series A Preferred Stock	$	A	11.0732	Acquired		Common Stock (11.0732)	Indirect
2006-02-24	Stock Option (right to buy)	$29.8768	M	22666.0000	Disposed	2007-02-28	Common Stock (22666.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	75096.26	Indirect
Common Stock	2100.00	Indirect

Footnotes

F1: Insider's direct holdings were previously overreported by 430.882 RSUs. Insider's direct holdings have been adjusted accordingly
.

F2: Holdings as of 12/31/05.

F3: By daughter, Shannon, as beneficiary of Trust.

F4: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F5: 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.

F6: 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.

F7: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.