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: 2006-02-23

Reporting Person: MCDONALD ROBERT A (Vice Chair-Global Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-23	Common Stock	S	5000.00	$61.80	Disposed	104680.08	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-31	Series A Preferred Stock	$	A	7.4417	Acquired		Common Stock (7.4417)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25316.04	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.