PROCTER & GAMBLE Co — Director's Dealing 2006

Feb 23, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2006-02-21

Reporting Person: Sheppard Valarie L (Comptroller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-21	Common Stock	S	1370.00	$60.874	Disposed	10368.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-31	Series A Preferred Stock	$	A	3.1601	Acquired		Common Stock (3.1601)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5927.93	Indirect

Footnotes

F1: Holdings as of 12/31/2005.

F2: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F3: 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.

F4: 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.

F5: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.