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PROCTER & GAMBLE Co Director's Dealing 2006

May 17, 2006

29757_dirs_2006-05-17_975e4b91-184f-46fc-bac6-ed6b0aa17e27.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2006-05-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-15	Common Stock	F	7.00	$55.05	Disposed	406461.66	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	68166.83	Indirect

Footnotes

F1: Automatic conversion of Restricted Stock Units ("RSUs") to withhold for taxes due upon dividend equivalents granted in the form o
f RSUs on May 15, 2006.

F2: Total includes grant of dividend equivalents in the form of RSUs on May 15, 2006, pursuant to Issuer's 2001 Stock and Incentive C
ompensation Plan.