PROCTER & GAMBLE Co — Director's Dealing 2007

Feb 5, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: MCDONALD ROBERT A (Vice Chair-Global Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-02	Common Stock	S	3660.0000	$65.2200	Disposed	110550.3370	Direct
2007-02-02	Common Stock	S	4200.0000	$65.2100	Disposed	106350.3370	Direct
2007-02-02	Common Stock	S	190.0000	$65.2101	Disposed	106160.3370	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-30	Series A Preferred Stock	$0	A	319.6820	Acquired		Common Stock (319.6820)	Indirect
2006-12-31	Series A Preferred Stock	$0	A	4.5315	Acquired		Common Stock (4.5315)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26552.7752	Indirect

Footnotes

F1: Total includes grant of dividend equivalents in the form of RSUs on 11/15/06, pursuant to Issuer's 2001 Stock and Incentive Compe
nsation 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.