PROCTER & GAMBLE Co — Director's Dealing 2006

Feb 6, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BYRNES BRUCE L (Director, Vice COB-PG Household Care)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-11-29	Common Stock	G	175.00	—	Disposed	395838.55	Direct
2006-02-02	Common Stock	M	30000.00	$29.8768	Acquired	425838.55	Direct
2006-02-02	Common Stock	F	14965.00	$59.8950	Disposed	410873.55	Direct
2006-02-02	Common Stock	F	5349.00	$59.8950	Disposed	405524.55	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-31	Series A Preferred Stock	$	A	12.9506	Acquired		Common Stock (12.9506)	Indirect
2006-02-02	Stock Option (right to buy)	$29.8768	M	30000.0000	Disposed	2007-02-28	Common Stock (30000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	68166.83	Indirect

Footnotes

F1: Balance 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.