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: ARNOLD SUSAN E (Vice Chairman-PG Beauty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-02	Common Stock	M	19308.00	$20.2962	Acquired	88319.09	Direct
2006-02-02	Common Stock	F	4544.00	$59.895	Disposed	83775.09	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-31	Series A Preferred Stock	$	A	6.7962	Acquired		Common Stock (6.7962)	Indirect
2006-02-02	Stock Option (right to buy)	$20.2962	M	19308.0000	Disposed	2006-03-01	Common Stock (19308.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21952.83	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.