May 24, 2005

By U.S. Mail and Facsimile to (212) 504-6666

James J. Johnson, Esq.
Chief Legal Officer and Secretary
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202

Richard K. Willard, Esq.
Senior Vice President and General Counsel
The Gillette Company
Prudential Tower Building
Boston, Massachusetts 02199

	Re:	The Procter & Gamble Company
      Draft of Amendment No. 3 to Form S-4 Submitted May 24, 2005
      File No. 333-123309

Dear Messrs. Johnson and Willard:

1. We note your May 23 and 24, 2005, responses to our prior
comments.
Your responses state that "Gillette products (including Oral-B and
Duracell)...", and Braun products, are sold into Iran, and that
the
products sold into Iran "are consumer products and used to enhance
the day-to-day life of ordinary citizens."  Please clarify for us
whether, to the best of Gillette`s knowledge, understanding and
belief, the nature of all of the Gillette and Braun products sold
into Iran is such that they can be used only for household and
personal consumer purposes, and not put to industrial or other
alternate uses by the government of Iran.  In this regard, we note
the disclosure in your May 24 letter that the products sold into
Iran
include "household appliances," and the disclosure in the
registration statement that "Gillette also sells small household
and
personal diagnostic appliances under the Braun brand."  Confirm
for
us, if true, that Gillette products sold into Iran are sold to
private parties and not to the government of Iran.

2. We note that the registration statement, including the periodic
reports of Procter & Gamble and Gillette incorporated by reference
into the registration statement and the exhibits thereto, includes
no
disclosure of the fact that the companies` products are sold into
Syria and Iran.  The registration statement should be revised to
include such disclosure.

3. We note your proposed response to prior comment 4 in our May
16th
letter. You reduced the amount of anticipated merger-related costs
by
$30 million and carved out the Merrill Lynch fee. Please disclose
the
anticipated Merrill Lynch fee in the registration statement or
advise
us why you have made these revisions.

      Please amend your response to these comments.

Sincerely,



Pamela A. Long
Assistant Director

cc:	Dennis J. Block, Esq.
	Cadwalader, Wickersham & Taft LLP
	One World Financial Center
	New York, New York 10281
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James J. Johnson, Esq., The Procter & Gamble Company
Richard K. Willard, Esq., The Gillette Company
May 24, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE