SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

ARNOLD SUSAN E

(Last)

(First)

(Middle)

ONE PROCTER AND GAMBLE PLAZA

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2004

3. Issuer Name and Ticker or Trading Symbol
PROCTER & GAMBLE CO [ PG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chair-Global Beauty Care

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	33,864⁽¹⁾	D
Common Stock	19,753.194⁽¹⁾	I	Retirement Plan Trustees

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	9,975.3366⁽¹⁾	⁽³⁾	I	Retirement Plan Trustees
Stock Option (right to buy)	02/28/1996	02/28/2005	Common Stock	19,750⁽¹⁾	$16.4354	D
Stock Option (right to buy)	02/28/1997	03/01/2006	Common Stock	19,308⁽¹⁾	$20.2962	D
Stock Option (right to buy)	07/10/1997	07/10/2006	Common Stock	8,864⁽¹⁾	$21.9407	D
Stock Option (right to buy)	08/28/1998	02/28/2007	Common Stock	22,650⁽¹⁾	$29.8768	D
Stock Option (right to buy)	07/09/1998	07/09/2007	Common Stock	5,224⁽¹⁾	$34.4778	D
Stock Option (right to buy)	02/27/1999	02/27/2008	Common Stock	20,766⁽¹⁾	$41.9732	D
Stock Option (right to buy)	07/09/1999	07/09/2008	Common Stock	4,186⁽¹⁾	$45.2129	D
Stock Option (right to buy)	02/26/2002	02/26/2014	Common Stock	13,012⁽¹⁾	$44.2656	D
Stock Option (right to buy)	07/09/2002	07/09/2014	Common Stock	6,144	$42.7329	D
Stock Option (right to buy)	09/15/2002	09/15/2014	Common Stock	37,062⁽¹⁾	$47.4759	D
Stock Option (right to buy)	07/10/2003	07/10/2015	Common Stock	21,054⁽¹⁾	$27.4459	D
Stock Option (right to buy)	09/15/2003	09/15/2015	Common Stock	96,752⁽¹⁾	$31.0118	D
Stock Option (right to buy)	09/24/2004	09/24/2016	Common Stock	130,192	$34.5688	D
Stock Option (right to buy)	09/13/2005	09/13/2012	Common Stock	98,550⁽¹⁾	$45.6625	D
Stock Option (right to buy)	02/27/2007	02/27/2014	Common Stock	90,766⁽¹⁾	$51.415	D
Stock Option (right to buy)	02/27/2007	02/27/2014	Common Stock	45,384	$51.415	D

Explanation of Responses:

1. Adjusted for 2-for-1 stock split on June 21, 2004.

2. 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.

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

Remarks:

	SUSAN E. ARNOLD	07/08/2004
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.