SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DALEY CLAYTON C JR (Last) (First) (Middle) ONE PROCTER AND GAMBLE PLAZAONE PROCTER (Street) CINCINNATI OH 45202 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROCTER & GAMBLE CO [ PG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 08/03/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/15/2004		G	V	276	D	$0	129,632	D
Common Stock	08/03/2004		S	V	17,600	D	$54	112,032	D
Common Stock	08/03/2004		S	V	5,100	D	$54.01	106,932	D
Common Stock	08/03/2004		S		300	D	$54.02	106,632	D
Common Stock	08/03/2004		S		3,100	D	$54.05	103,532	D
Common Stock	08/03/2004		S		4,038	D	$54.06	99,494	D
Common Stock	08/03/2004		S		100	D	$54.07	99,394	D
Common Stock	08/03/2004		S		1,000	D	$53.55	98,394	D
Common Stock	08/04/2004		A		2,206	A	$0(1)	100,600(2)	D
Common Stock								484(2)	I	By Daley Investment Co. Ltd.
Common Stock								46,818.5973(3)	I	By Retirement Plan Trustees

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(4)	12/31/2003(5)		A	V	143.5299		(6)	(6)	Common Stock	143.5299	(7)	14,413.0694	I	By Retirement Plan Trustees
Series A Preferred Stock	(4)	03/31/2004(8)		A	V	115.6968		(6)	(6)	Common Stock	115.6968	(7)	14,528.7662	I	By Retirement Plan Trustees
Series A Preferred Stock	(4)	06/30/2004(9)		A	V	254.9588		(6)	(6)	Common Stock	254.9588	(7)	14,783.725(2)	I	By Retirement Plan Trustees

Explanation of Responses:

1. Shares awarded pursuant to Issuer's 2001 Stock and Incentive Compensation Plan.

2. Shares adjusted for 2-for-1 stock split effective June 21, 2004.

3. Adjusted for 2-for-1 stock split effective June 21, 2004. Also, between 10/1/03 and 6/30/04, reporting person acquired 85.3253 s hares of Common Stock under Issuer's Profit Sharing Trust and Employee Stock Ownership Plan.

4. Higher of $13.75 or market price of Common Stock.

5. Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 10/1/0 3 through 12/31/03.

6. 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.

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

8. Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 1/1/04 through 3/31/04.

9. Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award for the period 4/1/04 through 6 /30/04.

Remarks:

	CLAYTON C. DALEY, JR.	08/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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