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: JOHNSON JAMES J (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-11-17	Common Stock	G	153888	—	Disposed	186666.52	Direct
2006-02-15	Common Stock	F	15	$59.98	Disposed	187173.818	Direct
2006-02-16	Common Stock	M	70894	$20.2962	Acquired	258067.818	Direct
2006-02-16	Common Stock	F	19741	$60.42	Disposed	238326.818	Direct
2006-02-16	Common Stock	M	27330	$21.9407	Acquired	265656.818	Direct
2006-02-16	Common Stock	F	7911	$60.42	Disposed	257745.818	Direct
2006-02-16	Common Stock	S	12000	$60.43	Disposed	245745.818	Direct
2006-02-16	Common Stock	S	1700	$60.41	Disposed	244045.818	Direct
2006-02-16	Common Stock	S	6800	$60.4	Disposed	237245.818	Direct
2006-02-16	Common Stock	S	15600	$60.37	Disposed	221645.818	Direct
2006-02-16	Common Stock	S	7300	$60.38	Disposed	214345.818	Direct
2006-02-16	Common Stock	S	12300	$60.36	Disposed	202045.818	Direct
2006-02-16	Common Stock	S	1200	$60.39	Disposed	200845.818	Direct
2006-02-16	Common Stock	S	3500	$60.35	Disposed	197345.818	Direct
2006-02-16	Common Stock	S	1100	$60.34	Disposed	196245.818	Direct
2006-02-16	Common Stock	S	3000	$60.33	Disposed	193245.818	Direct
2006-02-16	Common Stock	S	5500	$60.32	Disposed	187745.818	Direct
2005-11-17	Common Stock	G	153888	—	Acquired	153888	Indirect
2005-12-21	Common Stock	G	340	—	Disposed	153548	Indirect
2005-12-22	Common Stock	G	3400	—	Disposed	150148	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-16	Stock Option (right to buy)	$20.2962	M	70894	Disposed	2006-03-01	Common Stock (70894)	Direct
2006-02-16	Stock Option (right to buy)	$21.9407	M	27330	Disposed	2006-07-10	Common Stock (27330)	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 522.298 dividend equivalents in the form of RSUs on February 15, 2006, pursuant to the Issuer's 2001 Stock and Incentive Compensation Plan.