PROCTER & GAMBLE Co — Director's Dealing 2007

Feb 20, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2007-02-15

Reporting Person: DALEY CLAYTON C JR (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-21	Common Stock	G	200.0000	—	Disposed	150180.2730	Direct
2006-12-22	Common Stock	G	20.0000	—	Disposed	150160.2730	Direct
2007-02-15	Common Stock	F	39.0000	$64.845	Disposed	150121.2730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-30	Series A Preferred Stock	$0	A	320.7582	Acquired		Common Stock (320.7582)	Indirect
2006-12-31	Series A Preferred Stock	$0	A	6.0242	Acquired		Common Stock (6.0242)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	484.0000	Indirect
Common Stock	52043.0703	Indirect
Common Stock	5429.0000	Indirect

Footnotes

F1: Total includes grant of dividend equivalents in the form of RSUs on 2/15/07, pursuant to Issuer's 2001 Stock and Incentive Compen
sation Plan.

F2: Holdings as of 12/31/2006.

F3: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F4: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 7/1/06
through 9/30/06.

F5: 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.

F6: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.

F7: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 10/1/0
6 through 12/31/06.