PROCTER & GAMBLE Co — Director's Dealing 2006

Feb 1, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2006-01-30

Reporting Person: CLARK R KERRY (Director, Vice COB-PG Family Health)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-30	Common Stock	M	53016.00	$29.8768	Acquired	223835.96	Direct
2006-01-30	Common Stock	F	10293.00	$59.3250	Disposed	213542.96	Direct
2006-01-30	Common Stock	F	26700.00	$59.3250	Disposed	186842.96	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-31	Series A Preferred Stock	$	A	6.52	Acquired		Common Stock (6.52)	Indirect
2006-01-30	Stock Option (right to buy)	$29.8768	M	53016.00	Disposed	2007-02-28	Common Stock (53016.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10068.24	Indirect
Common Stock	1794.00	Indirect
Common Stock	1794.00	Indirect

Footnotes

F1: Balance of Common Stock in Reporting Person's The Procter and Gamble Profit Sharing Trust and Employee Stock Ownership Plan accou
nt as of December 31, 2005.

F2: By Norah J. Clark as Custodian for daughter, Alissa.

F3: By Norah J. Clark as Custodian for daughter, Heather.

F4: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F5: 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.

F6: 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.

F7: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.