PROCTER & GAMBLE Co — Director's Dealing 2006

Feb 17, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2006-02-15

Reporting Person: LAFLEY ALAN G (COB, Pres. and Chief Executive)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-15	Common Stock	F	82	$59.98	Disposed	662613.827	Direct

Footnotes

F1: Automatic conversion of Restricted Stock Units (RSUs) to withhold for taxes due upon dividend equivalents granted in the form of RSUs on February 15, 2006.

F2: Total includes grant of 2556.707 dividend equivalents in the form of RSUs on February 15, 2006, pursuant to Issuer's 2001 Stock and Incentive Compensation Plan.